JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES Debt Securities Unconditionally and Irrevocably Guaranteed as to Payment of Principal and Interest by JAPAN UNDERWRITING AGREEMENT
Exhibit 5.C.
$1,000,000,000
Debt Securities
Unconditionally and Irrevocably Guaranteed as to
Payment of Principal and Interest by
Payment of Principal and Interest by
JAPAN
Dated as
of January 6, 2011 (New York City time) /
January 7, 2011 (Tokyo time)
January 7, 2011 (Tokyo time)
To the Representatives named in Schedule I
hereto of the Underwriters named in
Schedule II hereto.
hereto of the Underwriters named in
Schedule II hereto.
Ladies and Gentlemen:
1. Introductory. Japan Finance Organization for Municipalities (“Issuer”) proposes to sell to
the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as
representatives (the “Representatives”), the principal amount of its debt securities identified in
Schedule I hereto (the “Securities”), to be unconditionally and irrevocably guaranteed as to
payment of principal thereof, interest thereon and any additional amounts thereof (the “Guarantee”)
by Japan, as Guarantor of the Securities (“Japan”), and to be issued under a fiscal agency
agreement (the “Fiscal Agency Agreement”) to be dated as provided in Schedule I hereto among
Issuer, Japan, and the fiscal agent, principal paying agent and transfer agent (the “Fiscal Agent”,
“Principal Paying Agent” and “Transfer Agent”, as applicable) and the U.S. representative of the
Fiscal Agent (the “U.S. Representative”) identified in Schedule I hereto. If the firm or firms
listed in Schedule II hereto include only the firm or firms listed as “Representatives” in Schedule
I hereto, then the terms “Underwriters” and “Representatives” as used herein shall each be deemed
to refer to such firm or firms.
2. Representations and Warranties of Issuer and Japan. Issuer and Japan severally represent
and warrant to and agree with the several Underwriters that:
(a) Japan Finance Corporation for Municipal Enterprises (the “Predecessor”) (to which
Issuer is the successor) and Japan filed with the Securities and Exchange Commission (the
“Commission”) the Registration Statement No. 333-123757, and Issuer and Japan filed with
the Commission the Registration Statement No. 333-162685 (and pre-effective amendment No. 1
thereto), each of which has become effective, for the registration under the Securities Act
of 1933, as amended (the “Act”), of the Securities and the Guarantee. Issuer and Japan
propose to file with the Commission pursuant to
Rule 424(b) under the Act (“Rule 424(b)”) a supplement to the form of prospectus
included in Registration Statement No. 333-162685, as amended, relating to the Securities,
the Guarantee and the plan of distribution thereof, a copy of the proposed form of which
has been furnished to the Representatives. Registration Statements No. 333-123757 and No.
333-162685, including the exhibits thereto and the information incorporated by reference
therein, as amended at the date of this Agreement, are hereinafter collectively called the
“Registration Statement”, and Registration Statement No. 333-162685, as amended, is
hereinafter called the “Most Recent Registration Statement”. The prospectus included in the
Most Recent Registration Statement, including all information incorporated by reference
therein, is hereinafter called the “Base Prospectus”. The supplemented form of prospectus
relating to the Securities and the Guarantee, in the form in which it shall be filed with
the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented)
is hereinafter called the “Final Prospectus”. The prospectus supplement included in the
Final Prospectus is hereinafter called the “Prospectus Supplement.” Any preliminary form of
the Final Prospectus which has heretofore been filed pursuant to Rule 424(b) is hereinafter
called a “Preliminary Final Prospectus”. Any reference herein to the Registration
Statement, Base Prospectus, the Final Prospectus, any Preliminary Final Prospectus, or any
amendment or supplement thereto, shall be deemed to refer to and include the information
contained in any annual report (an “Annual Report”) on Form 18-K or amendment thereto of
Issuer, the Predecessor or Japan under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), which is incorporated therein by reference.
(b) The Registration Statement is not the subject of a pending proceeding or
examination under Section 8(d) or 8(e) of the Act, and neither Issuer nor Japan is the
subject of a pending proceeding under Section 8A of the Act in connection with the offering
of the Securities.
(c) The Registration Statement, the Final Prospectus and each amendment or supplement
thereto relevant to the Securities and the Guarantee, as of their respective effective or
issue dates, conformed or will conform, as the case may be, in all respects with the
applicable requirements of the Act, including the rules and regulations of the Commission
thereunder, and neither such Registration Statement nor the Final Prospectus nor any
amendment or supplement thereto, as of their respective effective or issue dates, contained
or will contain, as the case may be, any untrue statement of a material fact or omitted or
will omit, as the case may be, to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading; provided, however, that
neither Issuer nor Japan makes any representations or warranties as to the information
contained in or omitted from the Registration Statement or the Final Prospectus or any
amendment thereof or supplement thereto relevant to the Securities and the Guarantee in
reliance upon and in conformity with information furnished in writing to Issuer or Japan by
or on behalf of any Underwriter through the Representatives specifically for use in
connection with the preparation of the Registration Statement and the Final Prospectus.
Each Underwriter hereby furnishes to Issuer and Japan in writing through the
Representatives specifically for use with reference to such Underwriter in the preparation
of the Registration Statement and the Final Prospectus, or any amendment thereof or
supplement thereto relevant to the Securities and the Guarantee, the statements in the
Final Prospectus specified in Schedule I hereto.
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(d) For the purposes of this Agreement, the “Applicable Time” is 5:00 A.M., (Tokyo time)
on January 7, 2011; the Preliminary Final Prospectus which includes the preliminary prospectus
supplement dated January 6, 2011 (the “Latest Preliminary Final Prospectus”), together with the
term sheet dated January 6, 2011, which contains the final terms of the Securities and the
Guarantee and which has been prepared by Issuer in the form previously agreed to between
Issuer and the Representatives (the “Term Sheet”; the Latest Preliminary Final Prospectus
and the Term Sheet are hereinafter collectively referred to as the “Pricing Disclosure
Package”), as of the Applicable Time, did not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; the Term
Sheet, as of its issue date and at all subsequent times through the completion of the offer
and sale of the Securities and the Guarantee or until any earlier date that Issuer notified
or notifies the Representatives as described in Section 5(a)(vii), does not conflict with
the information contained in the Registration Statement, the Base Prospectus, any
Preliminary Final Prospectus or the Final Prospectus; as of the Applicable Time, did not
conflict with the information contained in the Registration Statement, the Base Prospectus,
any Preliminary Final Prospectus or the Final Prospectus, and when taken together with the
Pricing Disclosure Package, and the Term Sheet, as of the Applicable Time, did not contain
any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that neither Issuer nor Japan makes any
representations or warranties as to the information contained in or omitted from the
Pricing Disclosure Package in reliance upon and in conformity with information furnished in
writing to Issuer or Japan by or on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation of the Pricing Disclosure Package.
Each Underwriter hereby furnishes to Issuer and Japan in writing through the
Representatives specifically for use with reference to such Underwriter in the preparation
of the Pricing Disclosure Package, the statements in the Pricing Disclosure Package
specified in Schedule I hereto.
(e) (i) At the earliest time that Issuer, Japan or another offering participant made a
bona fide offer (within the meaning of Rule 164(h)(2) under the Act) and (ii) as of the
date hereof, neither Issuer nor Japan was or is an “ineligible issuer” as defined in
Rule 405 under the Act, without taking into account any determination by the Commission
pursuant to such Rule that it is not necessary that Issuer or Japan be considered an
“ineligible issuer”.
(f) Each of Issuer and Japan represents, warrants and undertakes to the Underwriters
that it has not issued and will not issue, without the prior consent of the stabilization
agent, any communication to which MAR 2.3.5(1) of the price stabilizing rules made under
section 144(1) of the Financial Services and Markets Act 2000 of the United Kingdom applies
unless that communication adequately discloses that stabilizing action may take place in
relation to such issue and complies with MAR 2.3.5(1)(a)-(e) of those rules.
Notwithstanding the above, it is agreed that the foregoing representations, warranties and
agreements of Issuer in this Section shall not extend to the information set forth in the portions
of the Base Prospectus under the caption “Japan” and, if so specified in Schedule I hereto, the
portions of the Latest Preliminary Final Prospectus and of the Final Prospectus under the
additional caption or captions specified in Schedule I hereto, or to information incorporated by
reference from Japan’s Annual Report on Form 18-K.
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3. Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties
and agreements herein contained, but subject to the terms and conditions herein set forth, Issuer
agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to
purchase from Issuer, at the purchase price set forth in Schedule I hereto (which shall include
accrued interest or amortization, if any, on the Securities), the respective principal amounts of
Securities set forth opposite the names of the Underwriters in Schedule II hereto.
Issuer will deliver the Securities to the Representatives for the accounts of the
Underwriters, and the Representatives will make payment of the purchase price set forth in Schedule
I hereto, either by wire transfer to an account or accounts designated by Issuer or by certified or
official bank check or checks drawn to the order of Issuer, in each case in the settlement funds
specified in Schedule I hereto, at the office (in the case of payment by bank check(s)), on the
date and at the time specified in Schedule I hereto, or at such other time not later than seven
full business days thereafter as the Representatives, Issuer and Japan determine, such date and
time being herein referred to as the “Closing Date”. Certificates for the Securities will be in
fully registered form, in the authorized denominations specified in Schedule I hereto. Certificates
for Securities issued in registered form will be registered in authorized denominations and in such
names as the Representatives request. Securities will be made available for checking and packaging
by the Representatives at the office specified in Schedule I hereto of the Fiscal Agent at least
twenty-four hours prior to the Closing Date.
4. Offering by Underwriters. It is understood that the several Underwriters propose to offer
the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus. The
Securities have not been and will not be registered under the Financial Instruments and Exchange
Act of Japan (Law No. 25 of 1948, as amended) and are subject to the Act on Special Measures
Concerning Taxation of Japan (Law No. 26 of 1957, as amended, the “Special Taxation Act”). Each
Underwriter has represented and agreed that, (I) it has not, directly or indirectly, offered or
sold and will not, directly or indirectly, offer or sell any of the Securities in Japan, or to any
person resident in Japan for Japanese securities law purposes (including any corporation or entity
organized under the laws of Japan), except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act
and any other applicable laws, regulations and ministerial guidelines of Japan, and, (II) it
(i) has not, directly or indirectly, offered or sold any of the Securities to, or for the benefit
of, any person other than a Gross Recipient (as hereinafter defined), and (ii) will not, directly
or indirectly, offer or sell any of the Securities, (x) as part of its distribution at any time,
to, or for the benefit of, any person other than a Gross Recipient, and (y) otherwise until 40 days
after the date of issue, to, or for the benefit of, any individual resident of Japan or Japanese
corporation for Japanese tax purposes (except for a Japanese financial institution, designated in
Article 3-2-2, Paragraph 29 of the Cabinet Order relating to the Special Taxation Act (Cabinet
Order No. 43 of 1957, as amended, the “Cabinet Order”) that will hold Securities for its own
proprietary account (a “Designated Financial Institution”) and an individual resident of Japan or a
Japanese corporation whose receipt of interest on the Securities will be made through a payment
handling agent in Japan as defined in Article 2-2, Paragraph 2 of the Cabinet Order relating to
Article 3-3 of the Special Taxation Act (an “Article 3-3 Japanese Resident”)). A “Gross Recipient”
as used in (II) above means (a) a beneficial owner that is, for Japanese tax purposes, neither (x)
an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of
Japan
or a non-Japanese corporation that in either case is a party having a special relationship
with Issuer as described in Article 6, paragraph 4 of the Special Taxation Act (a “specially
related party”), (b) a Designated Financial Institution, or (c) an Article 3-3 Japanese Resident.
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5. Covenants of Issuer and Japan; Certain Additional Representations and Covenants relating to
Issuer Free Writing Prospectuses.
(a) Issuer and Japan severally covenant and agree with the several Underwriters that:
(i) Issuer and Japan will advise the Representatives promptly of any proposal to amend
or supplement the Registration Statement, the Base Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, so long as delivery of a prospectus relating to the
Securities and the Guarantee by an Underwriter or dealer may be required under the Act, and
will not effect such amendment or supplementation, whether by filing an amendment pursuant
to the Act, the Exchange Act or otherwise, without the consent of the Representatives.
Subject to the foregoing sentence, Issuer and Japan (A) will cause the Final Prospectus to
be promptly transmitted for filing with the Commission pursuant to Rule 424(b) or will
otherwise cause the Final Prospectus to be promptly filed with the Commission pursuant to
said Rule, (B) will cause an amendment to the most recent Annual Report of Issuer to be
filed with the Commission containing any exhibits required, in connection with the
Securities and the Guarantee, pursuant to the Act, including but not limited to an opinion
of counsel for Issuer and Japan as to the validity of the Securities and the Guarantee and
a list of the Underwriters’ names and addresses, and (C) will cause the Term Sheet and all
other material (if any) required to be filed by Issuer or Japan with the Commission
pursuant to Rule 433(d) under the Act (“Rule 433(d)”) to be promptly transmitted for filing
with the Commission pursuant to said Rule or will otherwise cause the Term Sheet and such
other material (if any) to be promptly filed with the Commission pursuant to said Rule.
Issuer and Japan will promptly advise the Representatives (A) when the Final Prospectus
shall have been filed with the Commission pursuant to Rule 424(b), (B) when such amendment
to the most recent Annual Report shall have been filed with the Commission, (C) when any
amendment to the Registration Statement relating to the Securities and the Guarantee shall
have become effective, (D) of any request by the Commission for any amendment (relevant to
the Securities and the Guarantee) of the Registration Statement, or amendment of or
supplement to the Final Prospectus, or for any additional information, (E) of the
institution by the Commission of any stop order proceedings suspending the effectiveness of
the Registration Statement or of any examination pursuant to Section 8(e) of the Act
concerning the Registration Statement, and (F) when Issuer or Japan becomes the subject of
a proceeding under Section 8A of the Act in connection with the offering of the Securities
and the Guarantee. Issuer and Japan will use their best efforts to prevent the issuance of
any such stop order referred to in clause (E) above and to obtain as soon as possible its
lifting, if issued.
(ii) Issuer and Japan have given the Representatives notice of any filing of an Annual
Report of Issuer or Japan or an amendment thereto made within 48 hours prior to the
Applicable Time; Issuer and Japan will give the Representatives notice of Issuer’s or
Japan’s intention to make any such filing from the Applicable Time to the Closing Date and
will furnish the Representatives with copies of any such document a reasonable
amount of time prior to such proposed filing and will not file or use any such
document to which the Representatives or counsel for the Underwriters shall object.
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(iii) If at any time when a prospectus relating to the Securities and the Guarantee
(or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required to be
delivered under the Act, any event occurs as a result of which any Preliminary Final
Prospectus or Final Prospectus as then amended or supplemented would contain an untrue
statement of a material fact, or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend or supplement any Preliminary Final
Prospectus or Final Prospectus to comply with the Act, Issuer and Japan will promptly
prepare and file with the Commission, subject to the first sentence of subparagraph (i) of
this paragraph (a), whether by filing documents pursuant to the Act, the Exchange Act or
otherwise, an amendment or supplement, which will correct such statement or omission or an
amendment or supplement which will effect such compliance.
(iv) Issuer and Japan will furnish to the Representatives copies of the Registration
Statement and each amendment thereto which shall become effective on or prior to the
Closing Date (one of which will include all exhibits), and, so long as delivery of a
prospectus by an Underwriter or dealer may be required by the Act, any Preliminary Final
Prospectus and the Final Prospectus, and all amendments and supplements to such documents,
in each case as soon as available and in such reasonable quantities as the Representatives
request.
(v) Issuer and Japan will use their best efforts to arrange for the qualification of
the Securities, and the Guarantee for sale under the laws of such jurisdictions as the
Representatives may reasonably designate and to continue such qualifications in effect so
long as required for the distribution of the Securities; provided, however, that in
connection therewith Issuer shall not be required to qualify as a foreign corporation and
neither Issuer nor Japan shall be required to file a general consent to the service of
process in any such jurisdiction.
(vi) If specified in Schedule I hereto, Issuer and Japan will make prompt application
for the listing of the Securities on the New York Stock Exchange and for the registration
thereof under the Exchange Act, or for the listing of the Securities on the London Stock
Exchange or on the Luxembourg Stock Exchange, and will use their best efforts to cause such
listing and/or registration to become effective. For the avoidance of doubt, in the event
that the Securities are listed on the New York Stock Exchange, the London Stock Exchange or
the Luxembourg Stock Exchange, Issuer and Japan are not hereby obligated to maintain a
listing of the Securities on such Exchange following the effectiveness of such listing.
(vii) If at any time following issuance of an “issuer free writing prospectus” as
defined in Rule 433(h) under the Act relating to the Securities and the Guarantee (an
“Issuer Free Writing Prospectus”) (including the Term Sheet) any event occurred or occurs
as a result of which such Issuer Free Writing Prospectus would conflict with the
information in the Registration Statement, the Base Prospectus, any Preliminary Final
Prospectus or the Final Prospectus or would contain an untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements therein, in
the
light of the circumstances then prevailing, not misleading, Issuer and Japan will give
prompt notice thereof to the Representatives and, if requested by the Representatives, will
prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or
other document which will correct such conflict, statement or omission; provided, however,
that this covenant shall not apply to any statements or omissions in an Issuer Free Writing
Prospectus made in reliance upon and in conformity with information furnished in writing to
Issuer and Japan by or on behalf of any Underwriter through the Representatives expressly
for use therein.
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(b) Issuer covenants and agrees with the several Underwriters that:
(i) (A) Issuer will pay all expenses in connection with the preparation, issuance,
execution, authentication and delivery of the Securities and the Guarantee, as the case may
be, the printing of this Agreement and the Fiscal Agency Agreement, the preparation,
printing and filing of the Registration Statement, any Preliminary Final Prospectus, any
Issuer Free Writing Prospectus (including the Term Sheet) and the Final Prospectus and any
amendments or supplements thereto, and the furnishing of copies of each thereof to the
Underwriters, if New York Stock Exchange, London Stock Exchange and/or Luxembourg Stock
Exchange listing is specified in Schedule I hereto, any listing of the Securities on the
New York Stock Exchange, London Stock Exchange and/or Luxembourg Stock Exchange and any
registration thereof under the Exchange Act, and any rating of the Securities made upon the
request of Issuer by investment rating agencies (including any fees charged for such
rating); (B) Issuer will pay all expenses authorized by it (including reasonable fees and
disbursements of counsel) incurred in connection with the qualification of the Securities
and the Guarantee for sale and the determination of their eligibility for investment under
the laws of such jurisdictions as the Representatives may reasonably designate and the
printing of memoranda relating thereto; and (C) Issuer will pay all fees and expenses of
the legal counsels for Issuer and the Underwriters in connection with the issuance and
offering of the Securities and the Guarantee, the fees and expenses of the Fiscal Agent and
other agents named in the Fiscal Agency Agreement and the cost and expenses in connection
with a tombstone advertisement (if any).
(ii) For its first full fiscal year commencing after the date of this Agreement and as
soon as practicable after the termination of such fiscal year, Issuer will (A) file an
earnings statement with the Commission as part of its Annual Report on Form 18-K in
accordance with the procedures set forth in the no-action letter, dated August 3, 1994, of
the Commission regarding Japan, the Japan Development Bank, the Export-Import Bank of
Japan, the Predecessor, and the Metropolis of Tokyo or (B) otherwise make available to the
holders of the Securities an equivalent earnings statement.
(iii) Issuer will pay to the Representatives, on behalf of the Underwriters, following
the Closing Date, the sum specified in Schedule I, in reimbursement of any of the
Underwriters’ expenses (including any costs and expenses mentioned in Section 5(b)(i) paid
by the Underwriters and the Underwriters’ out-of-pocket expenses, if any).
(iv) Issuer does not have specially related parties, as such term is defined in
Section 4 of this Agreement.
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(c) Japan covenants and agrees with the several Underwriters that:
(i) It will guarantee unconditionally and irrevocably the payment of the principal of,
interest on and any additional amounts of the Securities, and it will cause its guarantee
in substantially the form set forth as an exhibit to the Fiscal Agency Agreement to be
endorsed on each Security and to be validly executed on behalf of Japan.
(ii) For its first full fiscal year commencing after the date of this Agreement and as
soon as practicable after the termination of such fiscal year, Japan will (A) file a
statement of revenues and expenditures of Japan with the Commission as part of its Annual
Report on Form 18-K in accordance with the procedures set forth in the no-action letter,
dated August 3, 1994, of the Commission regarding Japan, the Japan Development Bank, the
Export-Import Bank of Japan, the Predecessor, and the Metropolis of Tokyo or (B) otherwise
make available to the holders of the Securities an equivalent statement of revenues and
expenditures of Japan.
(d) Each of Issuer and Japan severally represents and warrants and agrees with the several
Underwriters that, unless it has obtained or obtains the prior consent of the Representatives, it
has not made and will not make any offer relating to the Securities and the Guarantee that would
constitute an Issuer Free Writing Prospectus. Each Underwriter severally represents and warrants
and agrees with Issuer, Japan and the Representatives that, unless it has obtained or obtains the
prior consent of Issuer, Japan and the Representatives, it has not made and will not make any offer
relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405
under the Act relating to the Securities and the Guarantee, required to be filed with the
Commission; provided, however, that, prior to the preparation of the Term Sheet, the Issuer, Japan
and the Representatives gave their prior consent to the Underwriters to use the information with
respect to the final terms of the Securities and the Guarantee in communications conveying
information relating to the offering thereof to investors. Issuer and Japan have complied and will
comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing
Prospectus (including the Term Sheet) and “issuer information” as defined in said Rule, including
timely filing thereof with the Commission or retention thereof where required and legending
thereof.
6. Conditions of Obligations of the Underwriters. The obligations of the several Underwriters
to purchase and pay for the Securities will be subject to the accuracy of the representations and
warranties on the part of Issuer and Japan herein, to the accuracy of the statements of officials
of Issuer and Japan made pursuant to the provisions hereof, to the performance by Issuer and Japan
of their obligations hereunder and to the following additional conditions precedent:
(a) No stop order suspending the effectiveness of the Registration Statement, as
amended from time to time, shall have been issued and no proceedings for that purpose shall
have been instituted, or to the knowledge of Issuer, Japan or the Representatives, shall be
contemplated by the Commission; the Final Prospectus shall have been filed or transmitted
for filing with the Commission in accordance with Section 5(a)(i) hereof not later than
5:00 P.M. New York City time on the business day following the date of this Agreement; and
the Term Sheet and all other material (if any) required to be filed by Issuer or Japan with
the Commission pursuant to Rule 433(d) shall have been filed with
the Commission or transmitted for filing with the Commission by the time applicable to
such filing pursuant to said Rule.
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(b) Subsequent to the date hereof, there shall not have occurred (i) any change, or
any development involving a prospective change, in or affecting particularly the business
or properties of Issuer or the financial, political or economic condition of Japan which,
in the judgment of the Representatives, materially impairs the investment quality of the
Securities, or (ii) (A) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange or London Stock Exchange, (B) a general moratorium
on commercial banking activities in the United States, New York or Japan declared by either
Federal or New York State authorities or by Japanese authorities, or (C) the engagement by
the United States or Japan in hostilities which have resulted in the declaration, on or
after the date hereof, of a national emergency or war; provided that the effect of any such
event specified in this subsection (ii), in the judgment of the Representatives, after
consultation with Issuer and Japan, would materially adversely affect the marketing of the
Securities.
(c) The Representatives shall have received an opinion of Xxxxxxxxx Xxxx & Xxxxxxxxxx,
Japanese counsel for Issuer and Japan, dated the Closing Date, to the effect that:
(i) Issuer is a juridical person validly existing under the laws of Japan,
with power and authority to own its properties and conduct its business as
described in the Latest Preliminary Final Prospectus and in the Final Prospectus;
(ii) All Japanese governmental approvals have been obtained which are required
for the valid authorization, issue and sale of the Securities and for the
performance of Issuer’s obligations hereunder and under the Securities and the
Fiscal Agency Agreement;
(iii) The Fiscal Agency Agreement has been duly authorized, executed and
delivered by Issuer and Japan, and constitutes a valid and legally binding
obligation of Issuer and Japan in accordance with its terms;
(iv) The Securities have been duly authorized, and, assuming that they have
been executed on behalf of Issuer by either the signature or the facsimile
signature of the individual specified in the Fiscal Agency Agreement to act on
behalf of Issuer, and assuming that they have been duly authenticated by the Fiscal
Agent, have been duly issued and delivered by Issuer and constitute valid and
legally binding obligations of Issuer in accordance with their terms entitled to
the benefits provided by the Fiscal Agency Agreement;
(v) The Guarantee has been duly authorized and validly made in accordance with
The Constitution and laws of Japan, and constitutes the valid, legally binding,
irrevocable and unconditional general obligation of Japan in accordance with its
terms, for the payment and performance of which the full faith and credit of Japan
has been pledged; and such Guarantee ranks 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;
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(vi) This Agreement has been duly authorized, executed and delivered by Issuer
and Japan, and constitutes a valid and legally binding obligation of Issuer and
Japan in accordance with its terms;
(vii) The statements in the Pricing Disclosure Package (as of the Applicable
Time), Final Prospectus and any amendment or supplement thereto relating to the
Securities and the Guarantee and to the Fiscal Agency Agreement are correct insofar
as matters of Japanese law are concerned; and
(viii) All matters of Japanese law relating to Issuer and its business and all
other statements with respect to or involving Japanese law set forth in the
Registration Statement, the Latest Preliminary Final Prospectus (as of the
Applicable Time), the Final Prospectus and any amendment or supplement thereto, are
correctly set forth therein.
In rendering such opinion, such counsel may rely as to all matters governed by United
States or New York law upon the opinion of Xxxxxxxx & Xxxxxxxx LLP, United States counsel
for the Underwriters referred to below. And with respect to the matters referred to in
paragraph (iii) through (vi) above, such counsel may state they are expressing no opinion
as to the enforceability of the obligations.
In addition, the Representatives shall have received a letter of such counsel, dated
the Closing Date, to the effect that, based on a review of documents and their
participation in the preparation of the Registration Statement, the Pricing Disclosure
Package, the Final Prospectus and any amendment or supplement thereto relevant to the
Securities and the Guarantee, nothing came to such counsel’s attention in the course of
their review that caused them to believe that (i) any part of the Registration Statement,
when such part became effective, contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, or (ii) the Pricing Disclosure Package, as of the
Applicable Time and as of the Closing Date, contained or contains any untrue statement of a
material fact or omitted or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, or
(iii) the Final Prospectus, as of the date of the Prospectus Supplement and as of the
Closing Date, contained or contains any untrue statement of a material fact or omitted or
omits to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; it being understood
that such counsel need not (a) assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement, any post-effective
amendment thereto, the Final Prospectus or the Pricing Disclosure Package, except for those
made under the caption “Description of the Debt Securities and Guarantee” in the Base
Prospectus and under the captions “Description of the Bonds and Guarantee” and “Taxation —
Japanese Taxation Considerations” in the preliminary prospectus supplement included in the
Latest Preliminary Final Prospectus and the Prospectus Supplement insofar as they relate to
provisions of documents or Japanese tax law therein described, or (b) express any opinion
or belief as to the financial
statements or any financial or statistical data included or required to be included in
the Registration Statement, any post-effective amendment thereto, the Final Prospectus or
the Pricing Disclosure Package.
-10-
(d) The Representatives shall have received an opinion of Xxxxxxxx & Xxxxxxxx LLP,
United States counsel for the Underwriters, dated the Closing Date, with respect to the
Securities, governmental approvals, the Guarantee, the Fiscal Agency Agreement, this
Agreement and other related matters as the Representatives may reasonably require, and
Issuer and Japan shall have furnished to such counsel such documents as they request for
the purpose of enabling them to pass upon such matters. In rendering such opinion, such
counsel may rely as to all matters governed by Japanese law upon the opinion of Japanese
counsel for Issuer and Japan referred to above.
In addition, the Representatives shall have received a letter of such counsel, dated
the Closing Date, to the effect that, nothing that came to such counsel’s attention in the
course of their review has caused them to believe that (i) any part of the Registration
Statement, when such part became effective, contained any untrue statement of a material
fact or omitted to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or (ii) the Pricing Disclosure Package, as of
the Applicable Time, contained any untrue statement of a material fact or omitted to state
a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (iii) the Base Prospectus, as supplemented
by the Prospectus Supplement, as of the date of the Prospectus Supplement, contained any
untrue statement of a material fact or omitted to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; it being understood that such counsel need not (a) assume any
responsibility for the accuracy, completeness or fairness of the statements contained in
the Registration Statement, any post-effective amendment thereto, the Base Prospectus, the
Prospectus Supplement or the Pricing Disclosure Package, except for those made under the
caption “Description of the Debt Securities and Guarantee” in the Base Prospectus and under
the captions “Description of the Bonds and Guarantee” and “Underwriting” in the preliminary
prospectus supplement included in the Latest Preliminary Final Prospectus and in the
Prospectus Supplement insofar as they relate to provisions of the Securities, the
Guarantee, the Fiscal Agency Agreement and this Agreement therein described or insofar as
they relate to provisions of United States Federal tax law therein described, or (b)
express any opinion or belief as to the financial statements or other financial data
derived from accounting records contained in the Registration Statement, any post-effective
amendment thereto, the Base Prospectus, the Prospectus Supplement or the Pricing Disclosure
Package.
(e) The Representatives shall have received a certificate of the President and Chief
Executive Officer, Deputy President or Senior Executive Directors of Issuer, dated the
Closing Date, in which such officer, to the best of his knowledge after reasonable
investigation, shall state that:
(i) The representations and warranties of Issuer in this Agreement are true
and correct, and Issuer has complied with all agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to the Closing
Date; and
(ii) No stop order suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have been instituted and are
pending or are contemplated by the Commission.
-11-
(f) The Representatives shall have received a certificate of the Minister of Finance
or Acting Minister of Finance or any Vice Minister of Finance of Japan, dated the Closing
Date, in which he, to the best of his knowledge after reasonable investigation, shall state
that:
(i) The representations and warranties of Japan in this Agreement are true and
correct, and Japan has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to the Closing
Date; and
(ii) No stop order suspending the effectiveness of the Registration Statement
has been issued, and no proceedings for that purpose have been instituted and are
pending or are contemplated by the Commission.
Issuer and Japan will furnish the Representatives with such conformed copies of such opinions,
certificates, letters and documents as the Representatives reasonably request.
7. Limitation of Liability. If the sale of the Securities provided for herein is not
consummated because any condition to the Underwriters’ obligations hereunder is not satisfied or
because of any refusal, inability or failure on the part of Issuer or Japan to perform any
agreement herein or comply with any provision hereof, Issuer shall have no liability to the
Representatives and the other Underwriters except that (i) Issuer shall reimburse the
Representatives and the other Underwriters upon demand for all out-of-pocket expenses (including
reasonable fees and disbursements of United States counsel) that shall have been incurred by the
Representatives and the other Underwriters in connection with the proposed purchase and sale of the
Securities and (ii) the respective obligations of Issuer, Japan and the Underwriters pursuant to
Section 8 hereof shall remain in effect.
8. Indemnification.
(a) Issuer and Japan each will indemnify and hold harmless each Underwriter, and each person,
if any, who controls any Underwriter within the meaning of the Act against any losses, claims,
damages or liabilities, joint or several, to which such Underwriter or such controlling person may
become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement, the Base Prospectus,
any Preliminary Final Prospectus, the Final Prospectus, or any amendment or supplement thereto, or
any Issuer Free Writing Prospectus (including the Term Sheet) or any “issuer information” filed or
required to be filed pursuant to Rule 433(d), or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading; and will reimburse each Underwriter and each such
controlling person for any legal or other expenses reasonably incurred by such Underwriter or such
controlling person in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that neither Issuer nor Japan will be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or alleged
omission made in any of such documents in reliance upon and in conformity with written information
furnished to either Issuer or Japan by or on behalf of any Underwriter through the Representatives
specifically for use therein, as specified in Schedule I hereto. This indemnity agreement will be
in addition to any liability which Issuer or Japan may otherwise have.
-12-
(b) Each Underwriter severally will indemnify and hold harmless Issuer, each of its officers
who have signed the Registration Statement and Japan against any losses, claims, damages or
liabilities to which Issuer, any such officer or Japan may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, the Base Prospectus, any Preliminary Final
Prospectus, the Final Prospectus, or any amendment or supplement thereto relevant to the
Securities, and the Guarantee or any Issuer Free Writing Prospectus (including the Term Sheet) or
arise out of or are based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in conformity with written
information furnished to Issuer or Japan by or on behalf of such Underwriter through the
Representatives specifically for use therein, as specified in Schedule I hereto; and will reimburse
Issuer, any such officer or Japan for any legal or other expenses reasonably incurred by Issuer,
any such officer or Japan in connection with investigating or defending any such loss, claim,
damage, liability or action. This indemnity agreement will be in addition to any liability which
such Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under this Section. In case
any such action is brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof other than reasonable costs of investigation. The indemnifying
party shall not be liable for any settlement of any such action effected without its consent, but
if settlement is made with the consent of the indemnifying party, such indemnifying party shall
indemnify and hold harmless the indemnified party against any loss or liability by reason of such
settlement. In any such action brought against Japan, the defense of which shall be assumed by any
Underwriter or Underwriters, Japan may, at its option, elect by notice to such Underwriter or
Underwriters to direct that any defense based on sovereign immunity, which would otherwise be
available to it, shall not be asserted in such action, and each Underwriter agrees, upon receipt of
any such notice, not to assert such defense. Such an election not to have such defense asserted
shall not release any Underwriter from the indemnity agreement on the part of such Underwriter
contained in this Section.
-13-
(d) If recovery is not available under the foregoing indemnification provisions of this
Section, for any reason other than as specified therein, the parties entitled to indemnification by
the terms thereof shall be entitled to contribution to liabilities and expenses, except to the
extent that contribution is not permitted under Section 11(f) of the Act. In determining the amount
of contribution to which the respective parties are entitled, there shall be considered the
relative benefits received by each party from the offering of the Securities and the Guarantee
(taking into account the portion of the proceeds of the offering realized by each), the parties’
relative knowledge and access to information concerning the matter with respect to which the claim
was asserted, the opportunity to correct and prevent any statement or omission, and any other
equitable considerations appropriate under the circumstances. Issuer and Japan, on the one hand,
and the Underwriters, on the other hand, agree that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita allocation (even if the Underwriters were
treated as one entity for such purpose). No Underwriter or person controlling such Underwriter
shall be obligated to make contribution hereunder which in the aggregate exceeds the total public
offering price of the Securities purchased by such Underwriter under this Agreement, less the
aggregate amount of any damages which such Underwriter and its controlling persons have otherwise
been required to pay in respect of the same claim or any substantially similar claim. The
Underwriters’ obligations to contribute are several in proportion to their respective underwriting
obligations and not joint.
9. Default of Underwriters. If any Underwriter or Underwriters default in their obligations
to purchase Securities hereunder and the aggregate principal amount of Securities which such
defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the
total principal amount of the Securities, as set forth in Schedule II hereto, the Representatives
may make arrangements satisfactory to Issuer and Japan for the purchase of such Securities by other
persons, including any of the Underwriters, but if no such arrangements are made by the Closing
Date the non-defaulting Underwriters shall be obligated severally, in proportion to their
respective commitments hereunder as set forth in Schedule II hereto, to purchase the Securities
which such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter
or Underwriters so default and the aggregate principal amount of the Securities with respect to
which such default or defaults occur is more than 10% of the total principal amount of Securities,
as set forth in Schedule II hereto, and arrangements satisfactory to the Representatives and to
Issuer and Japan for the purchase of such Securities by other persons shall not be made within
thirty-six hours after such default, this Agreement will terminate without liability on the part of
any non-defaulting Underwriter or Issuer or Japan, except for the expenses to be paid by Issuer
pursuant to Section 5(b)(i) and the continuation of the respective obligations of Issuer, Japan and
the Underwriters pursuant to Section 8. As used in this Agreement, the term “Underwriter” includes
any person substituted for a defaulting Underwriter under this Section. Nothing herein will relieve
a defaulting Underwriter from liability for its default.
10. Representations and Indemnities to Survive Delivery. The respective indemnities,
agreements, representations, warranties and other statements of Issuer, its officers and Japan and
of the several Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the results thereof, made by
or on behalf of any Underwriter or Issuer, its officers or Japan or any controlling person of any
Underwriter, and will survive delivery of and payment for the Securities.
-14-
11. Notices. All communications hereunder will be in writing and, if sent to the
Underwriters, will be mailed, delivered or telegraphed and confirmed to the Representatives at
the address specified in Schedule I hereto; or, if sent to Issuer or Japan, will be addressed
to the Authorized Agent in the United States for Issuer, as specified in Schedule I hereto and to
the Authorized Agent in the United States for Japan, as specified in Schedule I hereto; provided,
however, that any notice to an Underwriter pursuant to Section 8 will be mailed, delivered, telexed
or telegraphed to such Underwriter at its address appearing in the list of Underwriters’ names and
addresses furnished to Issuer and Japan for the purpose of communications hereunder.
12. Successors. This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the controlling persons and officers referred to in
Section 8, and no other person will have any right or obligation hereunder.
13. Representation of Underwriters. The Representatives will act for the several Underwriters
in connection with the offering of the Securities and the Guarantee for sale to the public as set
forth in the Final Prospectus, and any action under this Agreement taken by the Representatives
jointly or by one of the Representatives will be binding upon all the Underwriters.
14. 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 and
delivery by Issuer and Japan and any other matters required to be governed by the laws of Japan.
15. Jurisdiction of Courts of New York and Japan. Issuer hereby appoints National Corporate
Research, Ltd. as its authorized agent (the “Process Agent”) upon which process may be served in
any action by any Underwriter, or by any person controlling such Underwriter, arising out of or
based upon this Agreement, which may be instituted in any State or Federal court in The City of New
York, and Issuer expressly accepts the jurisdiction of any such court in respect of any such
action. Such appointment shall be irrevocable as long as any of the Securities remain outstanding
unless and until the appointment of a successor Process Agent and such successor’s acceptance of
such appointment shall have occurred. 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 or
appointments in full force and effect as aforesaid. Service of process upon the Process Agent and
written notice of such service mailed or delivered to Issuer, in Tokyo, Japan shall be deemed in
every respect effective service of process upon Issuer. Notwithstanding the foregoing, any action
by an Underwriter arising out of or based upon this Agreement may be instituted by any Underwriter
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 upon this Agreement 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 a true copy
of this Agreement into evidence shall be conclusive and final evidence of such waiver.
-15-
If the foregoing is in accordance with your understanding of our agreement, kindly sign and
return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among
Issuer, Japan and the several Underwriters in accordance with its terms.
| Very truly yours, | ||||||||||
| JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES | JAPAN | |||||||||
By:
|
/s/ XXXX XXXXXXXX | By: | /s/ XXXXXX XXXXXX | |||||||
| Name: Xxxx Xxxxxxxx | Name: Xxxxxx Xxxxxx | |||||||||
| Title: President and Chief Executive Officer | Title: Duly Authorized Representative of Japan | |||||||||
| The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. | ||||||||||
| XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED |
||||||||||
By: |
/s/ XXX XXXXXXX | |||||||||
| X.X. XXXXXX SECURITIES LTD. | ||||||||||
By: |
/s/ XXXXXX XXXXXX | |||||||||
| NOMURA INTERNATIONAL PLC | ||||||||||
By: |
/s/ XXXXX XXXXX | |||||||||
-16-
SCHEDULE I
| Representative(s): | Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Ltd. Nomura International plc |
Title, Purchase Price and Description of Securities:
Title:
4.000% Guaranteed Bonds due January 13, 2021
Principal
amount: $1,000,000,000
Purchase
price (including accrued interest or amortization, if applicable):
$989,950,000
Underwriting
Discount: 0.175%; Total $1,750,000
Redemption provisions: At the option of Issuer, if Additional Amounts are payable pursuant
to the Fiscal Agency Agreement
Forms and denominations: Fully registered form in denominations of $100,000 and integral
multiples thereof
Other provisions: Not applicable
Date of
Fiscal Agency Agreement: As of January 6, 2011 (New York City
time)/January 7, 2011 (Tokyo Time)
Fiscal Agent, Principal Paying Agent and Transfer Agent: The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
London Branch
U.S. Representative of the Fiscal Agent: Union Bank, N.A.
Statements in the Registration Statement and the Final Prospectus furnished by the Underwriters for
purposes of Section 2(c):
The last paragraph of text on the cover page of the Final Prospectus, the second paragraph
of page S-4 of the Final Prospectus, and the fourth paragraph under the caption
“Underwriting” in the Final Prospectus.
Statements in the Pricing Disclosure Package furnished by the Underwriters for purposes of Section
2(d):
The last paragraph of text on the cover page of the Preliminary Final Prospectus, the
second paragraph of page S-4 of the Preliminary Final Prospectus, and the fourth paragraph
under the caption “Underwriting” in the Preliminary Final Prospectus
Representations, warranties and agreements of Issuer pursuant to Section 2 shall not extend to the
information set forth in the portions of the Latest Preliminary Final Prospectus and of the Final
Prospectus under the following additional caption(s): “Recent Developments—Japan”
Type of settlement funds: Same-day Funds
Closing
Date, Time and Location: January 13, 2011, 10:00 a.m. (New York City time) at the offices of Xxxxxxxx &
Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Otemachi First Square, East 16F,
0-0, Xxxxxxxx 0-xxxxx, Xxxxxxx-xx, Xxxxx, 100-0004.
Office of Fiscal Agent for checking and packaging of Securities: 000 Xxxxxxx Xxxxxx, 00X, Xxx
Xxxx, Xxx Xxxx, 00000
New York Stock Exchange listing: Not applicable
London Stock Exchange listing: Yes
Luxembourg Stock Exchange listing: Not applicable
Underwriters’
expense reimbursement pursuant to Section 5(b)(iii): $379,735
Notices to Representatives
|
Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated | |
or Underwriters:
|
One Bryant Park | |
| New York, New York 10036 | ||
| Attn: High Grade Debt Capital Markets | ||
| Transaction Management/Legal | ||
| Fax: x0 000 000 0000 | ||
| Tel: x0 000 000 0000 | ||
| X.X. Xxxxxx Securities Ltd. | ||
| 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX | ||
| Attn: Head of Debt Syndicate and Head of EMEA | ||
| Debt Capital Markets Group, Legal | ||
| Fax: x00 00 0000 0000 | ||
| Nomura International plc | ||
| Xxx Xxxxx Xxxx | ||
| London EC4R 3AB | ||
| Attn.: Fixed Income Syndicate | ||
| Fax: x00 00 0000 0000 | ||
| Tel: x00 00 0000 0000 | ||
Authorized Agent in the
|
Xxxxxx X. Xxxxxxx | |
United States for Issuer:
|
Xxxxxxx & Associates | |
| 000 Xxxxxxx Xxxxxx, Xxxxx 000 | ||
| Newark, Delaware 19711 | ||
Authorized Agents in the
|
Xxxxx Xxxxxxxx and Xxxxxx Xxxxxx | |
United States for Japan:
|
Ministry of Finance, Government of Japan | |
| New York Representative Office | ||
| 000 Xxxxxxxx, 00xx Floor | ||
| New York, New York 10005 | ||
| Xxxxxxxxx Xxxxxx | ||
| Embassy of Japan | ||
| 0000 Xxxxxxxxxxxxx Xxxxxx, X.X. | ||
| Washington D.C. 20008 |
-2-
SCHEDULE II
| Principal Amount | ||||
| Underwriters | of Securities | |||
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
$ | 334,000,000 | ||
X.X. Xxxxxx Securities Ltd. |
333,000,000 | |||
Nomura International plc |
333,000,000 | |||
Total |
$ | 1,000,000,000 | ||
