FISCAL AGENCY AGREEMENT AMONG JAPAN FINANCE CORPORATION FOR MUNICIPAL ENTERPRISES JAPAN THE BANK OF TOKYO – MITSUBISHI UFJ, LTD., LONDON BRANCH Fiscal Agent, Principal Paying Agent and Transfer Agent AND UNION BANK OF CALIFORNIA, N.A. U.S....
EXHIBIT
5.D.
AMONG
JAPAN FINANCE CORPORATION FOR MUNICIPAL ENTERPRISES
JAPAN
THE BANK OF TOKYO – MITSUBISHI UFJ, LTD., LONDON BRANCH
Fiscal Agent,
Principal Paying Agent
and Transfer Agent
AND
UNION BANK OF CALIFORNIA, X.X.
X.X. Representative of the Fiscal Agent
X.X. Representative of the Fiscal Agent
Dated as of April 28, 2006
¥120,000,000,000
2.00% Guaranteed Bonds due May 9, 2016
This FISCAL AGENCY AGREEMENT, is made as of April 28, 2006, in New York, New York, United
States of America, among JAPAN FINANCE CORPORATION FOR MUNICIPAL ENTERPRISES (the “Issuer”), JAPAN,
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., LONDON BRANCH, a corporation organized and existing under
the laws of Japan, as Fiscal Agent, Principal Paying Agent and Transfer Agent, and UNION BANK OF
CALIFORNIA, N.A., a banking corporation organized and existing under the laws of the United States
of America, as U.S. Representative of the Fiscal Agent.
1. FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue ¥120,000,000,000 Japanese yen
(“Japanese yen” and “¥” defined below) principal amount of its 2.00% Guaranteed Bonds due May 9,
2016 (collectively, the “Securities”, or each a “Security”). The Securities are issuable only in
fully registered form, without coupons, in denominations of ¥10,000,000 and any integral multiple
thereof, substantially in the form set forth in Exhibit A-1 or A-2 hereto.
(b) Japan will unconditionally and irrevocably guarantee the payment of the principal of and
interest on the Securities, such guarantee of each Security to be evidenced by a guarantee in the
form annexed as Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of
Japan or the facsimile of the official seal of the Minister of Finance of Japan or of another duly
authorized representative of Japan. Japan agrees that each Security authenticated and delivered in
accordance with the provisions hereof shall bear such guarantee.
(c) The Securities shall initially be issued in the form of (1) one or more fully registered
global securities registered in the name of Cede & Co., as the nominee of The Depository Trust
Company, New York (“DTC”) (the “DTC Global Securities”), and (2) one fully registered global
security registered in the name of TOKYOTRUST NOMINEES LIMITED, as the nominee of The Bank of
Tokyo-Mitsubishi UFJ, Ltd., London Branch, as common depositary for Euroclear Bank S.A. / N.V. as
operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme
(“Clearstream, Luxembourg”) (the “International Global Security”, and together with the DTC Global
Securities, the “Global Securities” and each a “Global Security”). The DTC Global Securities will
be substantially in the form attached as Exhibit A-1, and the International Global Security will be
substantially in the form attached as Exhibit A-2, in either case with such changes as may be
agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a).
(d) So long as Cede & Co., as nominee of DTC, is the registered holder of the DTC Global
Securities and subject to applicable law, DTC or its nominee, as the case may be, will be
considered the sole owner or holder of the Securities represented by the DTC Global Securities for
all purposes under this Agreement and such Securities. Likewise, so long as TOKYOTRUST NOMINEES
LIMITED, as the nominee of The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as common
depositary for Euroclear and Clearstream, Luxembourg, is the registered holder of the Securities
represented by the International Global Security and subject to applicable law, TOKYOTRUST NOMINEES
LIMITED, will be considered the sole owner or holder of the Securities represented by the
International Global Security for all purposes under this Agreement and such Securities. Except as
set forth below, owners of beneficial interests in the Global Securities will not, except in the
limited circumstances described in Section 5, be entitled to have the Securities represented by the
Global Securities registered in their names, will not receive or be entitled to receive Securities
in definitive registered form and will not be considered owners or holders thereof under this
Agreement or such Securities. The Securities in definitive registered form, if any, will be
substantially in the form attached as Exhibit A-1 or A-2, as applicable, with the
-2-
appropriate changes thereto, consistent with the provisions of this Agreement, as may be
agreed between the Issuer and the Fiscal Agent. Neither the Issuer nor the Fiscal Agent will have
any responsibility or liability for any aspect of the records relating to or payments made by DTC,
Euroclear or Clearstream, Luxembourg (together, the “Clearing Systems”) on account of beneficial
ownership interests in the Global Securities or for maintaining, supervising or reviewing any
records of the Clearing Systems relating to such beneficial ownership interests.
2. FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of
Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, Union Bank
of California, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal
agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the
conditions herein set forth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby
accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of
California, N.A. in its capacity as U.S. Representative, and their successors as qualified or
appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long
as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch is the Fiscal Agent hereunder and Union
Bank of California, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify
the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not
performing its obligations hereunder and (ii) Union Bank of California, N.A. shall notify the
Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ,
Ltd. has ceased to own a majority of the shares in Union Bank of California, N.A. The Fiscal Agent
shall have the powers and authority granted to and conferred upon it in the Securities and hereby
and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and
Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to
such powers and authority contained in the Securities are subject to and governed by the terms and
provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents
(one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the
Securities or for the transfer and exchange of Securities at such place or places as the Issuer may
determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For
that purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London
Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent and Transfer Agent, and
The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment.
(b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the
Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and
submission of all necessary forms and claims (including the interest receipt confirmations and the
claims for exemption to be submitted to the competent Japanese tax authority) in relation to the
Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the
Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer
and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations
as are expressly provided for in the operating procedures, 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 the Issuer with either the signature or the facsimile
-3-
signature of the Governor of the Issuer or a duly authorized agent of the Issuer. The
guarantee of Japan will bear the facsimile signature of the Minister of Finance of Japan or the
facsimile of the official seal of the Minister of Finance of Japan or of another duly authorized
representative of Japan. The Issuer and Japan may, respectively, adopt and use either the
signature or the facsimile signature of any person who shall have been such Governor or such agent
of the Issuer or such Minister of Finance or such representative of Japan, notwithstanding the fact
that when any Security shall be authenticated and delivered, he shall have ceased to be such
Governor or such agent of the Issuer or such Minister of Finance or such representative of Japan.
(b) The Fiscal Agent is authorized, upon receipt of Securities duly executed on behalf of the
Issuer and bearing the duly executed guarantee of Japan as herein provided, together with a written
order or orders to authenticate and deliver Securities in a stated aggregate principal amount, to
authenticate such Securities, and to deliver said Securities to or upon the order of the Issuer
signed by the Governor of the Issuer or such person’s attorney-in-fact. Thereafter, the Fiscal
Agent is authorized to authenticate and deliver Securities in accordance with the provisions
therein or hereinafter set forth. The aggregate principal amount of Securities to be issued and
outstanding at any time, whether in the form of the Global Securities or Securities in definitive
registered form issued in exchange for a Global Security in accordance with Section 5, shall not
exceed ¥120,000,000,000, plus the aggregate principal amount of any additional Securities issued by
the Issuer in accordance with Section 9 of this Agreement.
(c) The Securities shall be dated the date of their authentication by the Fiscal Agent, except
as otherwise provided in Sections 5(a), 5(c) and 5(h) in connection with the Securities
authenticated and delivered upon transfer or exchange or in lieu of the Global Securities.
4. PAYMENT, REDEMPTION AND CANCELLATION. (a) Subject to the following provisions, the Issuer
will pay to the Fiscal Agent the amounts at the times, and for the purposes, set forth herein and
in the Securities. The Issuer hereby authorizes and directs the Fiscal Agent from funds so paid to
it, to make or cause to be made payment of principal of and interest on the Securities as set forth
herein and in accordance with the text of the Securities and the requirements of applicable law.
(b) Subject to Sections 4(c), 4(d) and 4(m), as early as possible on each interest payment
date and on the redemption or maturity date, the Fiscal Agent will arrange directly or with any
other Agent for the payment from funds furnished by the Issuer of the principal of and interest on
the Securities in immediately available funds by Japanese yen check, or by transfer to a Japanese
yen account maintained by the payee, in such other manner as may be set forth or provided for in
the text of the Securities. If the applicable due date for payment is not a Business Day, payment
will be made on the next succeeding day which is a Business Day. In this Section 4(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
Xxx Xxxx xx Xxx Xxxx, Xxxxxx, Tokyo and, if applicable, the place of surrender. Notwithstanding the
foregoing, the Issuer may pay to an Agent specifically designated for such purpose funds for the
payment of principal of and interest on the Securities under an agreement with respect to such
funds containing substantially the same terms and conditions set forth in this Section 4(b) and in
Sections 4(c), 4(d), 4(e), 4(f), 4(g), 4(h), 4(m) and 7(b) of this Agreement; and the Fiscal Agent
shall have no responsibility with respect to any funds so paid by the Issuer to any such Agent.
-4-
(c) The Fiscal Agent shall, before 11.00 a.m. (London time) on the second Business Day (as
defined below) prior to the date on which any payment becomes due on the Securities, ascertain the
aggregate amount of Japanese yen (the “Japanese yen Amount”) payable to holders holding interests
in Securities registered in the name of, or the name of a nominee for, DTC, in respect of which
holders DTC has told the Fiscal Agent that such holders have not made, or have revoked, an election
to receive payment in Japanese yen in respect of such payment in accordance with the Operational
Arrangements, as amended from time to time, of DTC. The Fiscal Agent shall establish its bid
quotation for the purchase of U.S. dollars with Japanese yen, as near as practicable to 11.00 a.m.
(London time), but not later than 3.00 p.m. (London time), on the second Business Day prior to the
date on which the relevant payment becomes due on the Securities. The settlement date for the
exchange of U.S. dollars with the Japanese yen Amount shall be the relevant payment date. As early
as practicable on each relevant payment date, the Fiscal Agent shall pay, or procure the payment
of, the U.S. dollar amount receivable as a result of the exchange of the Japanese yen Amount into
U.S. dollars by wire transfer of same day funds for value on the due date for payment to DTC for
payment pro rata to the relevant accountholders in accordance with DTC’s settlement procedures.
All costs of any such conversion into U.S. dollars shall be borne pro rata by the relevant holders
by deduction from the payment made to DTC and the relevant accountholder. If the applicable due
date for payment is not a Business Day, delivery of the U.S. dollars will occur on the next
succeeding day which is a Business Day. If the Fiscal Agent is unable to establish its bid
quotation for the purchase of U.S. dollars with Japanese yen on the second Business Day prior to
the date on which such payment becomes due, the Fiscal Agent will obtain a bid quotation for that
purpose from a leading foreign exchange bank in London selected by the Fiscal Agent in consultation
with the Issuer. If on such date the Fiscal Agent is unable to obtain a bid quotation for that
purpose from a leading foreign exchange bank, the Fiscal Agent will pay the Japanese yen Amount to
the account or accounts specified by DTC to the Fiscal Agent. Until such time as the Fiscal Agent
is notified by DTC of the account or accounts into which payment should be made, the funds held by
the Fiscal Agent will, if the Fiscal Agent is able to reinvest such funds, having made reasonable
efforts to do so, bear interest at the rate quoted by the Fiscal Agent for deposits in the same
currency as the funds with it on an overnight basis. In this Section 4(c), “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 The City
of New York, London and Tokyo.
(d) 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 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.
(e) 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)
-5-
review the Tax Documentation, and sign any required confirmations, and (iii) promptly deliver
the Tax Documentation (directly or through the relevant Agent, in the case of Tax Documentation
collected by such Agent) to the Issuer or, at the Issuer’s request, the relevant Japanese District
Tax Office. The Fiscal Agent may rely on the information provided in Tax Documentation (including,
where relevant, supporting documentation) in the absence of actual knowledge that such information
is incorrect. The Fiscal Agent shall furnish forms of certifications to holders of the Securities
upon request, and shall use reasonable endeavors to assist holders in claiming available
exemptions, but shall not be liable for a holder’s failure to qualify for such an exemption.
(f) If a holder of the Securities satisfies the requirements for claiming an exemption from
Japanese withholding tax after the date on which an amount in respect of such tax is withheld and
before the date on which the tax is actually paid to the Japanese tax authorities, then the Issuer
and the Fiscal Agent (on its behalf and out of funds paid to it from the Issuer) shall, to the
extent it is possible to do so, pay the amount withheld (after the deduction of reasonable costs,
including amounts in respect of changes in foreign exchange rates) to the holder.
(g) Under procedures agreed with the Issuer, the Fiscal Agent shall deliver tax certifications
and related confirmations signed by or on behalf of the Issuer, together with payment of any
applicable withholding taxes, to the relevant Japanese District Tax Office on or before the date on
which such taxes are required under Japanese law or administrative practice to be paid.
(h) The Fiscal Agent shall retain copies of Tax Documentation for a period of five years from
the date as prescribed by law and shall make such documentation available for inspections by the
Issuer and any relevant tax authorities in Japan upon reasonable request.
(i) The Fiscal Agent shall open a Japanese yen account entitled “Japan Finance Corporation for
Municipal Enterprises Fiscal Agency Account” in which all monies paid for the service of the
Securities shall be carried.
(j) The Fiscal Agent shall not be under any liability for interest on any monies at any time
received by it pursuant to any of the provisions of this Agreement or of the Securities except such
as it pays on similar deposits or as may be agreed on by the Fiscal Agent and the Issuer and Japan.
(k) In case the Issuer shall elect to redeem Securities, in whole but not in part, and the
Issuer determines and certifies to the Fiscal Agent immediately prior to the giving of the notice
of the redemption that, as a result of any change in, or amendment to, the laws or treaties (or any
regulations or rulings promulgated thereunder) of Japan (or any political subdivision or taxing
authority of Japan) affecting any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of Japan, or any authority therein or
thereof having power to tax (“Taxes”), or any change in official position regarding the application
or interpretation of these laws, treaties, regulations or rulings (including a holding, judgment or
order by a court of competent jurisdiction), which change, amendment, application or interpretation
becomes effective on or after May 9, 2006, the Issuer is, or on the next interest payment date
would be, required to pay any additional amounts as may be necessary in order that the net amounts
received by any beneficial owner of the Securities after withholding or deduction for or on account
of any Taxes shall equal the respective amounts of principal and interest which would have been
receivable by such beneficial owner in respect of the Securities in the absence of such withholding
or deduction, that cannot be avoided by measures reasonably available to the Issuer, the Fiscal
-6-
Agent shall cause to be published on behalf of the Issuer at the Issuer’s cost irrevocable
notice of intention to redeem the Securities on the date therein designated, and stating that on
said redemption date there will become and be due and payable upon each Security so to be redeemed
the redemption price payable upon such redemption in Japanese yen, at the place or places specified
in such notice, and that from and after such redemption date interest thereon will cease to accrue;
provided that no notice of redemption shall be given earlier than ninety (90) days prior to the
earliest date on which the Issuer would be obligated to make the withholding if a payment in
respect of the Securities were then due. Prior to the publication and mailing of any notice of
redemption of the Securities pursuant to the foregoing, the Issuer will deliver to the Fiscal Agent
an opinion of independent counsel of recognized standing or an opinion of a tax consultant of
recognized standing to the effect that the circumstances referred to above exist. The Fiscal Agent
shall accept such opinion of counsel or tax consultant, as the case may be, as sufficient evidence
of the satisfaction of the conditions precedent described above, and it shall be conclusive and
binding on the registered holders of the Securities. Such notice shall be published in a daily
newspaper in the English language of general circulation in The City of New York and in a daily
newspaper in the English language of general circulation in London, England, at least once prior to
the redemption date, such publication to be not less than thirty (30) days nor more than sixty (60)
days prior to the redemption date, provided that for so long as the Securities are held in
book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear, and
Clearstream, Luxembourg, for communication by them to their respective participants in substitution
for publication in any such newspaper. In case, by reason of the temporary or permanent suspension
of the publication or general circulation of any newspaper or by reason of any other cause, it
shall be impossible or impracticable to publish such notice in the manner herein provided, then
such method of publication in lieu thereof as shall be approved by the Fiscal Agent shall
constitute a sufficient publication of such notice. Such notice shall also be sent by the Fiscal
Agent by mail, postage prepaid, not less than thirty (30) days nor more than sixty (60) days prior
to the redemption date to the registered holders of all the Securities, at the addresses of such
holders as they shall appear in the register maintained by the Fiscal Agent; but no failure to mail
such notice to such registered holders nor any defect therein nor failure to receive the same shall
affect the validity and effectiveness of the call and redemption of any Securities so to be
redeemed.
(l) All Securities surrendered for payment, redemption, registration of transfer or exchange
shall be promptly cancelled by the Fiscal Agent or such other person as may be designated by the
Issuer. All cancelled Securities which were surrendered to anyone other than the Fiscal Agent
shall be delivered by such other person (including any transfer agent) to the Fiscal Agent. All
cancelled Securities held by the Fiscal Agent shall be destroyed by the Fiscal Agent, and the
Fiscal Agent shall furnish to the Issuer and Japan a certificate with respect to such destruction.
The Issuer and Japan shall be entitled to have their representatives present at the time of any
such destruction but no notice of such destruction need be furnished prior thereto.
(m) In the event that Securities in definitive registered form are issued, the Fiscal Agent
shall make or cause to be made payment of interest on any such Securities directly to registered
holders of such Securities in whose names such Securities were registered at the close of business
on the record date for such payment (as defined in the Global Securities). Payment of principal on
any Security in definitive registered form will be made only upon surrender of such Security in
definitive registered form at the office of the Fiscal Agent or any other duly appointed Agent. The
Fiscal Agent shall provide notice of such final payment to registered holders mailed not later than
the fifteen (15) days before such final payment. Payments will be made on the due date therefor in
immediately available funds by wire transfer or by check mailed to the addresses of such
-7-
holders as they appear on the register maintained by the Fiscal Agent. If the applicable due
date for payment is not a Business Day, payment will be made on the next succeeding day which is a
Business Day. In this Section 4(m), “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 Xxx Xxxx xx Xxx Xxxx, Xxxxxx, Tokyo and, if
applicable, the place of surrender.
5. EXCHANGE AND REPLACEMENT OF SECURITIES. (a) The Fiscal Agent is hereby authorized from
time to time in accordance with the provisions of the Securities and of this Section to
authenticate and deliver to the registered holder thereof:
(i) Global Securities or Securities in definitive registered form, as the case may be,
in exchange for or in lieu of Global Securities or Securities in definitive registered
form, as the case may be, which become mutilated, destroyed, stolen or lost; and
(ii) Global Securities or Securities in definitive registered form, as the case may
be, of authorized denominations in exchange for a like aggregate principal amount of Global
Securities or Securities in definitive registered form, as the case may be, of other
authorized denominations.
All Securities so authenticated by the Fiscal Agent shall bear the guarantee of Japan in the
form herein provided for.
Each Security authenticated and delivered upon any transfer or in exchange for or in lieu of
the whole or any part of any Security shall carry all rights to interest accrued and unpaid and to
accrue which were carried by the whole or such part of such Security and shall be so dated that
neither gain nor loss of interest shall result from such transfer, exchange or substitution.
(b) Subject to subsection (c) of this Section, no service charge shall be made for any such
transfer, exchange or registration of transfer or exchange of Securities, but the Issuer, Japan or
the Fiscal Agent (and any other Agent appointed by the Issuer pursuant to Section 2 of this
Agreement) may require payment of a sum sufficient to cover any transfer, stamp or other tax or
other governmental charge required to be paid in connection therewith.
(c) In case any Security certificate shall at any time become mutilated or destroyed or stolen
or lost then, provided that such Security, or evidence of the destruction, theft or loss thereof
(together with the indemnity hereinafter referred to and such other documents as may be required in
the premises) shall be delivered to the Fiscal Agent (which term, for the avoidance of doubt,
includes the U.S. Representative) or in the case of Security in definitive registered form,
delivered to either the Fiscal Agent or any transfer agent , a replacement Security of like tenor
and principal amount and bearing the guarantee of Japan in the form herein provided for, will be
issued by the Issuer and, at its request, authenticated and delivered by the Fiscal Agent, in
exchange for the Security so mutilated, or in lieu of the Security destroyed or stolen or lost; and
provided further that, in the case of destroyed, stolen or lost Securities, the Issuer, Japan, the
Fiscal Agent and any transfer agent shall have received evidence satisfactory to them that such
Securities were destroyed, stolen or lost, and shall also have received an indemnity satisfactory
to each of them. All expenses and reasonable charges associated with procuring any indemnity and
with the preparation, authentication and delivery of a replacement Security shall be borne by the
holder of the Security mutilated, destroyed, stolen or lost. Upon the issuance of any replacement
Security
-8-
under this Section 5(c), the Issuer, Japan, the Fiscal Agent or any transfer agent may require
the payment of a sum sufficient to cover any transfer, stamp or other tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and
expenses of the Fiscal Agent) connected therewith. In case such mutilated, destroyed, stolen or
lost Security has become or is about to become due and payable, the Issuer in its discretion may,
instead of issuing a new Security, pay or cause to be paid such Security.
Every replacement Security issued pursuant to this Section 5(c) in exchange for or in lieu of
any mutilated, destroyed, stolen or lost Security shall constitute a contractual obligation of the
Issuer guaranteed by Japan, whether or not the mutilated, destroyed, stolen or lost Security shall
be at any time enforceable by anyone (but, for the avoidance of doubt, shall not constitute an
issuance of Securities in excess of the maximum aggregate principal amount set forth in Section
3(b) of this Agreement). Any replacement Security delivered pursuant to this Section 5(c) shall be
so dated that neither gain nor loss of interest shall result from such replacement.
(d) The Issuer will promptly make available to the Fiscal Agent a reasonable supply of
Securities in definitive registered form and will issue or cause to be issued Securities in
definitive registered form upon registration of transfer of, or exchange for, Securities
represented by the DTC Global Securities if (i) DTC (a) notifies the Issuer that it is unwilling or
unable to continue as depositary for such DTC Global Security or (b) ceases to be a clearing agency
registered under the United States Securities Exchange Act of 1934 at a time when it is required to
be, and in either such case (a) or (b) a successor is not appointed by the Issuer within ninety
(90) days after receiving such notice or becoming aware that DTC is no longer so registered.
(e) The Issuer will promptly make available to the Fiscal Agent a reasonable supply of
Securities in definitive registered form and will issue or cause to be issued Securities in
definitive registered form upon registration of transfer of, or exchange for, Securities
represented by the International Global Security if Euroclear or Clearstream, Luxembourg is closed
for business for a continuous period of fourteen (14) days (other than by reason of legal holidays)
or announces an intention permanently to cease business.
(f) The Issuer may also at any time in its sole discretion determine not to have any of the
Securities represented by the Global Securities and, in such event, will issue or cause to be
issued Securities in definitive registered form upon registration of transfer of, or in exchange
for, Securities represented by Global Securities.
(g) The Issuer shall bear the costs and expenses of printing or preparing any Securities in
definitive registered form issued pursuant to Section 5(d), 5(e) and 5(f) above.
(h) Upon any such issuance pursuant to Section 5(d), 5(e) and 5(f) above of Securities in
definitive registered form in exchange for all the Securities represented by any Global Security,
the Fiscal Agent shall receive the relevant Global Securities from the custodian for DTC or the
common depositary for Euroclear and Clearstream, Luxembourg, as the case may be, shall cancel such
Global Securities and shall reduce the holdings of the registered holder of such Global Securities
on the register to nil and shall receive Securities in definitive registered form from the Issuer.
The Fiscal Agent shall have at least thirty (30) days from the date of its receipt of Securities in
definitive registered form, Global Securities submitted for exchange, registration information and
delivery information, whichever is latest, to authenticate and deliver such Securities in
definitive registered form in an aggregate principal amount equal to and in exchange for the DTC,
-9-
Euroclear or Clearstream, Luxembourg participants’ beneficial interests in the Securities
represented by the relevant Global Securities as of the record date for such exchange established
by the Issuer, as directed by DTC, Euroclear or Clearstream, Luxembourg, as the case may be. Such
Securities in definitive registered form shall be registered in such names and in such
denominations of ¥10,000,000 and integral multiples thereof, and delivered as DTC, Euroclear or
Clearstream, Luxembourg, pursuant to instructions from direct or indirect participants, shall
direct. All Securities represented by Securities in definitive registered form issued in exchange
for Securities represented by the relevant Global Securities shall be valid obligations of the
Issuer guaranteed by Japan, the holders of which shall be entitled to the same benefits under this
Agreement as the holders of the Global Securities. Exchanges of Global Securities for Securities
in definitive registered form as described in this subsection (h) shall be made without charge to
DTC, Euroclear, Clearstream, Luxembourg or the common depositary.
(i) Unless the DTC Global Securities are presented by an authorized representative of DTC to
the Issuer, the Fiscal Agent or their respective agents for registration of transfer, exchange or
payment, and any replacement DTC Global Securities are registered in the name of a nominee of DTC,
and any payment is made to such nominee, any transfer, pledge or other use of the DTC Global
Securities for value or otherwise shall be wrongful since the registered holders of the DTC Global
Securities have an interest in the Securities evidenced by the DTC Global Securities.
(j) Neither the Fiscal Agent nor any transfer agent will be required to (i) exchange or
register the transfer of any Security selected for redemption; or (ii) exchange or register the
transfer of any Security for the period from the record date preceding the due date for any payment
to the payment date with respect to such Security.
6. REGISTRATION AND TRANSFER. (a) The Fiscal Agent shall maintain, as agent of the Issuer
for the purpose, at its office in London, a register for (i) registering and maintaining a record
of the aggregate holdings of all DTC Global Securities and the International Global Security, (ii)
registering transfers between holders of the Global Securities, (iii) registering and maintaining a
record of the aggregate holdings of all definitive registered Securities, (iv) registering
transfers between holders of the definitive registered Securities and (v) registering and
maintaining a record of any further issues of Securities pursuant to Section 9 of this Agreement
and any subsequent transfers thereof. In addition, the Fiscal Agent will (i) maintain and promptly
update the respective Schedules to the DTC Global Securities and the International Global Security,
and (ii) ensure that the sum of the respective aggregate principal amounts shown by the latest
entry in the respective Schedules to the DTC Global Securities and the International Global
Security does not exceed ¥120,000,000,000, plus the aggregate principal amount of any additional
Securities issued by the Issuer in accordance with Section 9 of this Agreement, at any one time.
Upon presentation for the purpose at the said office of the Fiscal Agent of any Security duly
endorsed by, or accompanied by delivery of a written instrument of transfer in form approved by the
Fiscal Agent duly executed by, the registered holder of the Security, or the registered holder’s
attorney thereunto duly authorized in writing, such Security shall be transferred upon such
register and a new Security, bearing the guarantee of Japan in the form herein provided for, shall
be authenticated and delivered in the name of the transferee. Transfers and exchanges of
Securities shall be subject to such reasonable regulations as may be prescribed by the Issuer.
Upon presentation for transfer or exchange of any Security in definitive form at any office of
any transfer agent accompanied by a written instrument of transfer in a form approved
-10-
by the Fiscal Agent duly executed by the registered holder or such registered holder’s
attorney duly authorized in writing, such Security and written instrument shall be forwarded to the
office of the Fiscal Agent. In addition, any transfer agent shall provide to Fiscal Agent such
information as the Fiscal Agent may reasonably require in connection with the delivery by such
transfer agent of Securities in the definitive form in exchange for other Securities.
(b) When book-entry interests in Securities are to be transferred from the account of a DTC
participant holding a beneficial interest in a DTC Global Security to the account of a Euroclear or
Clearstream, Luxembourg accountholder wishing to purchase a beneficial interest in an International
Global Security, on the settlement date, the custodian of the DTC Global Security, initially Union
Bank of California, N.A., will instruct the Fiscal Agent to:
| • | decrease the amount of Securities registered in the name of the nominee of DTC and evidenced by the relevant DTC Global Security; and | ||
| • | increase the amount of Securities registered in the name of the nominee of the common depositary for Euroclear and Clearstream, Luxembourg, and evidenced by the International Global Security. Book-entry interests will be delivered free of payment to Euroclear or Clearstream, Luxembourg as the case may be, for credit to the relevant accountholder on the first business day following the settlement date. |
(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 The Bank of Tokyo-Mitsubishi UFJ,
Ltd., London Branch, will:
| • | transmit appropriate instructions to the custodian of the DTC Global Security, initially Union Bank of California, N.A., who will in turn deliver such book-entry interests free of payment to the relevant account of the DTC participants; and | ||
| • | instruct the Fiscal Agent to: |
| • | decrease the amount of Securities registered in the name of the nominee of the common depositary for Euroclear and Clearstream, Luxembourg, and evidenced by the International Global Security; and | ||
| • | increase the amount of Securities registered in the name of the nominee of DTC and evidenced by the relevant DTC Global Security. |
7. CONDITIONS OF FISCAL AGENT’S OBLIGATIONS. Each of the Fiscal Agent and any other Agent
appointed under Section 2 herein accepts its obligations herein set forth, upon the terms and
conditions hereof, including the following, to all of which the rights hereunder of the holders
from time to time of the Securities shall be subject:
(a) Compensation and Indemnification. The Issuer agrees promptly to pay the Fiscal
Agent the compensation agreed upon with the Issuer for all services rendered by the Fiscal
-11-
Agent hereunder and to reimburse the Fiscal Agent for its reasonable out-of-pocket expenses
(including reasonable counsel fees) incurred, after prior general consultation with the Issuer, in
connection with the services rendered hereunder. The Issuer also agrees to indemnify each of the
Fiscal Agent (which term, for the avoidance of doubt, includes the U.S. Representative) and any
other Agent appointed under Section 2 hereof for, and to hold each of them harmless against, any
loss, claim, liability or expense incurred without negligence, willful misconduct or bad faith,
arising out of or in connection with its acting as such Fiscal Agent or such other Agent hereunder,
as well as the reasonable costs and expenses of defending against any such claim or liability.
(b) Agent for the Issuer and Japan. In acting under this Agreement and in connection
with the Securities, each of the Fiscal Agent and any other Agent is acting solely as agent of the
Issuer and of Japan, and does not assume any obligation or relationship of agency or trust, for or
with any of the owners or holders of the Securities, except that all funds held by the Fiscal Agent
or any other Agent for payment of principal of or interest on the Securities shall be held in
trust, but need not be segregated from other funds except as required by law, and shall be applied
as set forth herein and in the Securities.
(c) Counsel. Each of the Fiscal Agent and any other Agent may consult with counsel
satisfactory to it and to the Issuer and to Japan, and the opinion of such counsel shall be full
and complete authorization and protection in respect of any action taken or thing suffered by it
hereunder in good faith and in accordance with the opinion of such counsel.
(d) Documents. Each of the Fiscal Agent and any other Agent shall be protected and
shall incur no liability for or in respect of any action taken or omitted or anything suffered by
it in reliance without negligence, willful misconduct or bad faith upon any Security, instruction,
notice, direction, consent, certificate, affidavit, statement, cablegram or other paper or document
reasonably believed by it to be genuine and to have been delivered or signed by the proper parties.
(e) Certain Transactions. Each of the Fiscal Agent and any other Agent, or any
officer, director or employee thereof, may become the owner of, or acquire any interest in, any
Securities, with the same rights as if it were not the Fiscal Agent or such other Agent or such
officer, director or employee, as the case may be, and may engage or be interested in any financial
or other transaction with the Issuer or Japan, and may act for, or as depositary, trustee or agent
for, any holders of the Securities or other obligations of the Issuer or Japan, or any committee or
body of such holders, as freely as if it were not the Fiscal Agent or such other Agent or such
officer, director or employee, as the case may be.
(f) Instructions. Instructions concerning the operation of the provisions of this
Agreement and the duties to be carried out by the Fiscal Agent or any other Agent hereunder may
from time to time be issued by the Issuer and Japan, and the Fiscal Agent or such other Agent shall
at all times comply with all such instructions as are for the time being in force.
(g) Reports and Inspection. The Fiscal Agent shall furnish to the Issuer and Japan
such reports as may be required by the instructions of the Issuer and Japan. Each of the Issuer
and Japan may, whenever it deems it necessary, inspect any Securities held by the Fiscal Agent, any
books of registration and transfer, and any other books and records maintained by the Fiscal Agent
hereunder.
-12-
(h) Forwarding of Notices. If the Fiscal Agent shall receive any notice or demand
addressed to the Issuer or Japan by the holder of a Security pursuant to the provisions of the
Securities, the Fiscal Agent shall promptly forward copies of such notice or demand to both the
Issuer and Japan.
(i) Statements. The recitals contained herein and in the Securities shall be taken as
statements of the Issuer or Japan, as the case may be, and neither the Fiscal Agent nor any other
Agent assumes any responsibility for the correctness of the same, except that the Fiscal Agent and
other Agents shall be responsible for the correctness of its representations (if any) in the
Certificate of Authentication on each Security.
8. RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree,
for the benefit of the holders from time to time of the Securities, that there shall at all times
be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or
trust company organized and doing business under the laws of the United States of America or the
State of New York, in good standing and having an established place of business in the Borough of
Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers,
until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the
Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to
pay the principal of and interest on the Securities shall have been made available for payment and
either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date
being herein referred to as the “Agency Maintenance Termination Date”).
(b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from
time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint
any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein;
provided, however, that until the Agency Maintenance Termination Date, the Issuer
and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of
New York, where Securities may be surrendered for payment and where Securities may be surrendered
for registration of transfer or exchange, as provided in the Securities, and where notices and
demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served,
and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member
State that will not be obliged to withhold or deduct tax pursuant to European Council Directive
2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of
November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of
the appointment or termination of any such agent and of the location and any change in the location
of any such office or agency and shall give notice thereof to holders of Securities by prompt
publication at least once in a daily newspaper in the English language of general circulation in
The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the
English language of general circulation in London, England (expected to be the Financial Times),
provided that for so long as the Securities are held in book-entry form such notices may be given
by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication
by them to their respective participants in substitution for publication in any such newspaper.
Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or
Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan
one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for
the avoidance of doubt, the Issuer and Japan will appoint a replacement U.S. Representative of the
Fiscal Agent at their sole discretion.
-13-
(c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent
may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in
accordance with Section 15 hereof, of such intention on its part, specifying the date on which its
desired resignation shall become effective, provided that the Issuer and Japan
shall agree to such resignation, and (ii) the Fiscal Agent or any other Agent hereunder may be
removed at any time by the filing with it of an instrument in writing signed on behalf of the
Issuer and Japan and specifying such removal and the date when it shall become effective. Any
resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the
appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent
(which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S.
Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such
appointment by such successor. Upon its resignation or removal, the Fiscal Agent or such Agent
shall be entitled to the payment by the Issuer of its compensation for the services theretofore
rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses
theretofore incurred in connection with the performance of its duties hereunder.
(d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed,
or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a
voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent
to the appointment of a receiver of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if an order of any court shall be
entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of
Title 11 of the United States Code or under the provisions of any similar legislation, or if a
receiver or custodian of it or of all or any substantial part of its property shall be appointed or
if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or
of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a
successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed
by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or
successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a
successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal
Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent
or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder.
(e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument
accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any
other Agent, without any further act, deed or conveyance, shall become vested with all the
authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like
effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder,
and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall
thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or
successor of any other Agent shall be entitled to receive, all monies, securities or other property
on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the
case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent
or successor of any other Agent to holders of Securities by prompt publication at least once in a
daily newspaper in the English language of general circulation in The City of New York (expected to
be the Wall Street Journal) and in a daily newspaper in the English language of general circulation
in London, England (expected to be the Financial Times), provided that for so long as the
Securities are held in book-entry form such notices may be given by delivery of the relevant
-14-
notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their
respective participants in substitution for publication in any such newspaper.
(f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder
or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal
Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank
resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S.
Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal
Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or
substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such
Agent, as the case may be, provided that it shall be qualified as aforesaid, shall
be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the
case may be, under this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto.
9. FURTHER ISSUES. The Issuer may from time to time, without notice to or the consent of the
registered holders of the Securities, create and issue further securities ranking pari passu with
the Securities in all respects (or in all respects except for the payment of interest accruing
prior to the issue date of such further securities or except for the first payment of interest
following the issue date of such further securities) and so that such further securities shall be
consolidated and form a single series with the Securities and shall have the same terms as to
status, redemption or otherwise as the Securities. Any further securities shall be issued with the
benefit of an agreement supplemental to this Agreement.
10. PAYMENT OF STAMP TAXES AND OTHER DUTIES. The Issuer will pay all stamp taxes and other
duties, if any, to which this Agreement or the original issuance of the Securities shall be
subject.
11. INFORMATION AVAILABLE TO HOLDERS OF SECURITIES. The Fiscal Agent shall make available to
the holder of any Security during its normal business hours upon request such information as may be
contained in its records relating to the performance by the Issuer and Japan of their obligations
under the Securities and the guarantee thereof and hereunder.
12. AMENDMENT. This Agreement may be modified or amended by the Issuer, Japan, the Fiscal
Agent and any transfer agent, without the consent of the holder of any Security, for the purpose of
adding to the covenants of the Issuer or Japan for the benefit of such holders, surrendering any
right or power conferred upon the Issuer or Japan, securing the Securities pursuant to the
requirements of the Securities or otherwise, curing any ambiguity, or curing, correcting or
supplementing any defective provision contained herein, or in any manner which the Issuer, Japan,
the Fiscal Agent and any transfer agent may mutually deem necessary or desirable, which shall not
be inconsistent with any Security and which shall not adversely affect in any material respect the
interest of the holders of the Securities.
13. GOVERNING LAW. This Agreement shall be governed by, and interpreted in accordance with,
the laws of the State of New York except with respect to its authorization and execution by the
Issuer and Japan and any other matters required to be governed by the laws of Japan, which shall be
governed by the laws of Japan.
-15-
14. APPOINTMENT OF AGENT FOR SERVICE. The Issuer hereby appoints the U.S. Representative of
the Fiscal Agent for the time being as its authorized agent (the “Authorized Agent”) upon which
process may be served in any action arising out of or based on this Agreement or the Securities
which may be instituted in any State or Federal court in The City of New York by the Fiscal Agent
or the holder of any Security and the Issuer expressly accepts the jurisdiction of any such court
in respect of any such action. Such appointment, which is hereby accepted by such U.S.
Representative, shall be irrevocable until the Agency Maintenance Termination Date unless and until
a successor U.S. Representative of the Fiscal Agent or successor Fiscal Agent has been appointed as
the Issuer’s Authorized Agent for such purpose and such successor U.S. Representative of the Fiscal
Agent or successor Fiscal Agent shall have accepted such appointment. The Issuer will take any and
all action, including the filing of any and all documents and instruments, that may be necessary to
continue such appointment in full force and effect as aforesaid. Service of process upon the
Authorized Agent at the address indicated in Section 15 hereof, or at such other address in the
Borough of Manhattan, the City of New York, as may be the main office of such U.S. Representative
at the time of such service, and written notice of such service to the Issuer (mailed or delivered
to the Issuer at its address as provided in Section 15 hereof) shall be deemed in every respect
effective service of process upon the Issuer. Notwithstanding the foregoing, any action arising
out of or based on the Securities may also be instituted by the holder of a Security in any
competent court in Japan. The Issuer hereby waives irrevocably any immunity to which it might
otherwise be entitled in any action arising out of or based on this Agreement or the Securities
which may be instituted as provided in this Section in any State or Federal court in The City of
New York or in any competent court in Japan. This waiver is intended to be effective upon
execution of this Agreement without any further act by the Issuer before any such court, and
introduction of this Agreement into evidence shall be final and conclusive evidence of such waiver.
15. NOTICES. Any notices pursuant to, or communications with respect to, this Agreement shall
be deemed to have been given when delivered in person, when deposited in the mail as first class
registered or certified air mail, postage prepaid, or when sent by telecopy or telex or
communicated by telephone (subject, in the case of communication by telephone, to confirmation
dispatched within twenty-four hours by telecopy or telex), to: in the case of the Issuer, to Japan
Finance Corporation for Municipal Enterprises, Shisei Kaikan (Municipal Research Building), 1-3
Hibiya Koen, Xxxxxxx-xx, Xxxxx 000-0000, Xxxxx, telecopy no.: 00-0000-0000, 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; in the case of Fiscal Agent, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., London Branch, as Fiscal Agent, 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX,
Xxxxxx Xxxxxxx, telecopy no.: 00-00-0000-0000, telex no.: 884811, Attention: Securities Services,
with a copy (if appropriate) to Union Bank of California, N.A., 551 Madison Avenue, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X., telecopy no.: 000-000-0000/2001, telex no.: 188612,
Attention (mail or telecopy): Corporate Trust Department, Attention (telex): Trust Dept. San
Diego 263, FBO UBOC Corporate Trust NY; or such other address as shall be specified in writing by
the party in question to the other parties hereto.
16. SUCCESSORS AND ASSIGNS. This Agreement and the Securities and the guarantee and all
covenants and agreements by the Issuer and Japan herein and in the Securities and in the guarantee
shall be binding upon any successors or assigns to the Issuer and upon Japan, regardless of any
such succession or assignment.
-16-
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.
-17-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
| JAPAN FINANCE CORPORATION FOR MUNICIPAL ENTERPRISES | ||||
| By | /s/ Xxxxxxx Xxxxxx | |||
| Name: Xxxxxxx Xxxxxx | ||||
| Title: Senior Executive Director | ||||
| JAPAN | ||||
| By | /s/ Nobuchika Mori | |||
| Name: Nobuchika Mori | ||||
| Title: Duly Authorized Representative of Japan | ||||
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., LONDON BRANCH | ||||
| By | /s/ Xxxxxxx Xxxx | |||
| Name: Xxxxxxx Xxxx | ||||
| Title: Vice President | ||||
| UNION BANK OF CALIFORNIA, N.A. | ||||
| By | /s/ Xxxxxxx Xxxx | |||
| Name: Xxxxxxx Xxxx | ||||
| Title: Vice President | ||||
-00-
XXXXXXX X-0
(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 SPECIAL TAXATION MEASURES LAW 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 SECURITIES COMPANY THROUGH A JAPANESE PAYMENT HANDLING AGENT, AS PROVIDED IN ARTICLE 0-0, XXXXXXXXX 6 OF THE SPECIAL TAXATION MEASURES LAW OF JAPAN, THE AMOUNT OF SUCH INTEREST MINUS THE AMOUNT PROVIDED IN THE CABINET ORDER RELATING TO SAID PARAGRAPH 6. |
| No. R | ¥ | |
-1-
JAPAN FINANCE CORPORATION FOR MUNICIPAL ENTERPRISES
2.00% Guaranteed Bonds due May 9, 2016
1. JAPAN FINANCE CORPORATION FOR MUNICIPAL ENTERPRISES (herein called the “Issuer”), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
Japanese yen or such other Aggregate Principal Amount as may be shown in the Schedule
hereto on May 9, 2016, and to pay to the Registered Holder (as defined in paragraph 3) of this DTC
Global Security interest on said principal sum from May 9, 2006 or from the most recent interest
payment date to which interest has been paid or duly provided for, semi-annually in arrears on May
9 and November 9 in each year, commencing November 9, 2006, at the rate of two per centum (2.00%)
per annum, until payment of said principal sum has been made or duly provided for. The interest so
payable on any May 9 and November 9, 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 of the month in which such interest payment
occurs (the “record date”), whether or not such first 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
semi-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.
Payments on this DTC Global Security will be made in accordance with any laws, regulations or
administrative practices applicable to the Issuer and the paying agent(s) in respect thereof,
including the requirements applicable under Japanese tax law. Except as described in paragraph 6,
payment of the principal of and interest on this DTC Global Security shall be made in immediately
available funds in the lawful money of Japan (“Japanese yen” or “¥”) as at the time of payment is
legal tender for the payment of public and private debts. Also, except as described in paragraph 6
payments of principal of this DTC Global Security shall be made upon surrender of this DTC Global
Security at the office of the Fiscal Agent (as defined in paragraph 3) in London, or, subject to
applicable laws and regulations, at such other place or places as are designated by the Issuer,
which, for the purposes of this DTC Global Security, shall include the office of the U.S.
Representative of the Fiscal Agent (as defined in paragraph 3) in the Borough of Manhattan, The
City of New York, by Japanese yen check, or by wire transfer to an account maintained by the payee,
and payments of interest on this DTC Global Security shall be made, in accordance with the
foregoing and subject to the provisions hereof and to applicable laws and regulations, by check
mailed on the due date for such payment to the Registered Holder hereof at the address of the
Registered Holder listed in the Security Register (as defined in paragraph 10) or, upon written
notice to the Fiscal Agent by such Registered Holder no later than the record date for such
payment, by wire transfer to an account of the Registered Holder.
In the Fiscal Agency Agreement (as defined in paragraph 3), the Issuer and Japan have agreed
that until the date on which the Securities (as defined in paragraph 3) shall have been delivered
to the Fiscal Agent for cancellation, or become due and payable and monies sufficient to pay the
principal of and interest on all of the Securities shall have been made available for payment and
either paid or returned to the Issuer or Japan as provided herein (the “Agency Maintenance
Termination Date”), the Issuer and Japan will at all times maintain an office or agency in the
Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for
payment.
-2-
2. (a) All payments of principal and interest by the Issuer in respect of this DTC Global
Security will be made without withholding or deduction for, or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on
behalf of Japan, or any authority therein or thereof having power to tax (“Taxes”), unless the
withholding or deduction of such Taxes is required by law. In that event, the Issuer will pay such
additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts
received by any beneficial owner of this DTC Global Security after such withholding or deduction
shall equal the respective amounts of principal and interest which would have been receivable in
respect of this DTC Global Security in the absence of such withholding or deduction, except that no
such Additional Amounts shall be payable with respect to this DTC Global Security;
(i) to, or to a third party on behalf of, any beneficial owner of this DTC Global
Security that is 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
(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
the Issuer by reason of such resident or Japanese corporation receiving interest on this
DTC Global Security through a payment handling agent in Japan appointed by it);
(iv) more than 30 days after the Relevant Date (as defined in this paragraph 2(a)),
except to the extent that any beneficial owner of this DTC Global Security would have been
entitled to such Additional Amounts for payment at the expiration of such 30-day period;
(v) where such withholding or deduction is imposed on a payment to an individual and
is required to be made pursuant to European Council Directive 2003/48/EC or any other
Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27,
2000 on the taxation of savings income or any law implementing or complying with, or
introduced in order to conform to, such Directive; or
(vi) to, or to a third party on behalf of, a beneficial owner of this DTC Global
Security who would have been able to avoid such withholding or deduction by presenting this
DTC Global Security to another paying agent in a Member State of the European Union.
-3-
As used herein, the “Relevant Date” means the date on which such payment first becomes due,
except that, if the amount of the monies payable has not been received by the Fiscal Agent on or
prior to such due date, it means the date on which, the full amount of such monies having been so
received, notice to that effect shall have been duly published as set forth in paragraph 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 the 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 Special Taxation Measures
Law (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 the 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 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 the Issuer
(herein called the “Securities”), issued in accordance with the Fiscal Agency Agreement (the
“Fiscal Agency Agreement”), dated as of April 28, 2006, entered into by and among the Issuer,
Japan, The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as Fiscal Agent, Principal Paying
Agent and Transfer Agent, and Union Bank of California, N.A., as U.S. representative of the Fiscal
Agent (the “U.S. Representative”), with respect to the Securities, copies of which Fiscal Agency
Agreement are on file and available for inspection at the office of the U.S. Representative of the
Fiscal Agent at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Bank of
-4-
Tokyo-Mitsubishi UFJ, Ltd., London Branch, and Union Bank of California, N.A. in its capacity
as U.S. Representative, and their successors as Fiscal Agent are herein called the “Fiscal Agent”.
This Security is one of the series designated on the face hereof, limited in aggregate principal
amount to ¥120,000,000,000 (one hundred twenty billion Japanese yen) 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 ¥10,000,000 and
any integral multiple thereof. In acting under the Fiscal Agency Agreement, the Fiscal Agent is
acting solely as agent for the Issuer and Japan and does not assume any obligation or relationship
of agency or trust for or with the Registered Holder of this DTC Global Security except as
specifically described below. As used herein, the term “Registered Holder” of a Security means the
person in whose name such Security is registered in the Security Register (as defined in paragraph
10).
Notwithstanding any other provision of the Fiscal Agency Agreement or this DTC Global
Security, this DTC Global Security may be transferred to, or exchanged for Securities in definitive
registered form registered in the name of, a person other than DTC, a nominee of DTC or a successor
of DTC or its nominee if (i) DTC (a) notifies the Issuer that it is unwilling or unable to continue
as depositary for such DTC Global Security or (b) ceases to be a clearing agency registered under
the United States Securities Exchange Act of 1934 at a time when it is required to be, and in
either such case (a) or (b) a successor depositary is not appointed by the Issuer within 90 days
after receiving such notice or becoming aware that DTC is no longer so registered or (ii) the
Issuer in its sole discretion, instructs the Fiscal Agent in writing that 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 ¥10,000,000 and integral multiples thereof.
4. This DTC Global Security is subject to retirement or redemption as hereinafter provided.
Redemption of this DTC Global Security pursuant to this paragraph 4 shall be made upon the notice,
in the manner and with the effect hereinafter set forth.
5. In order to provide for the payment of principal of and interest on the Securities as the
same shall become due, the Issuer does hereby agree to pay to the Fiscal Agent at its office in
London, in Japanese yen, the amounts set forth below in this paragraph, to be applied by the Fiscal
Agent as hereinafter set forth:
(a) The Issuer shall pay to the Fiscal Agent semi-annually on a date not later than each
interest payment date (or such other date when interest is payable, as provided in paragraph 9(b))
an amount sufficient to pay the interest becoming due on all Securities on such interest payment
date.
(b) On a date not later than the redemption or maturity date (or such other date when
principal is payable as provided in paragraph 9(b)) of this DTC Global Security, the Issuer shall
pay to the Fiscal Agent an amount which, together with any monies then held by the Fiscal Agent and
available for the purpose, shall be equal to the entire amount of principal and interest to be due
on such redemption or maturity date on the Securities called for redemption or then outstanding.
6. (a) Principal and interest, if any, on the Securities are payable in Japanese yen to the
person registered on the relevant record date in the Security Register held by the Fiscal
-5-
Agent. Notwithstanding the foregoing, payments of principal and interest, if any, on
Securities represented by this DTC Global Security made in Japanese yen will be converted into U.S.
dollars provided that each of the beneficial owners of Securities represented by this DTC Global
Security may elect to receive all such payments in Japanese yen by delivery of a written request to
the Participant through which it owns its interest on or prior to the applicable record date or at
least fifteen calendar days prior to maturity, as the case may be, of such election. The
Participant in turn shall notify DTC on or prior to the third business day in The City of New York
after the record date for a payment of interest on the Securities or at least twelve calendar days
prior to payment of principal on the Securities, as the case may be. DTC must notify the Fiscal
Agent of such election on or prior to the fifth business day after such record date or at least ten
business days prior to maturity, as the case may be. Beneficial owners of Securities may elect to
receive all future payments in Japanese yen and need not file a separate election for each such
payment. Such election shall remain in effect unless and until changed by written notice to the
Fiscal Agent, but the Fiscal Agent must receive written notice of any such change on or prior to
the applicable record date or at least fifteen calendar days prior to maturity, as the case may be.
The Fiscal Agent will determine the exchange rate for converting the payments into U.S. dollars in
the manner described in the following paragraph.
(b) The Fiscal Agent shall, before 11.00 a.m. (London time) on the second Business Day (as
defined below) prior to the date on which any payment becomes due on the Securities, ascertain the
aggregate amount of Japanese yen (the “Japanese yen Amount”) payable to holders holding interests
in Securities registered in the name of, or the name of a nominee for, DTC, in respect of which
holders DTC has told the Fiscal Agent that such holders have not made, or have revoked, an election
to receive payment in Japanese yen in respect of such payment in accordance with the Operating
Arrangements, as amended from time to time, of DTC. The Fiscal Agent shall establish its bid
quotation for the purchase of U.S. dollars with Japanese yen, as near as practicable to 11.00 a.m.
(London time), but not later than 3.00 p.m. (London time), on the second Business Day prior to the
date on which the relevant payment becomes due. The settlement date for the exchange of U.S.
dollars with the Japanese yen Amount shall be the relevant payment date. As early as practicable
on each relevant payment date, the Fiscal Agent shall pay, or procure the payment of, the U.S.
dollar amount receivable as a result of the exchange of the Japanese yen Amount into U.S. dollars
by wire transfer of same-day funds for value on the due date for payment to DTC for payment pro
rata to the relevant accountholders in accordance with DTC’s settlement procedures. All costs of
any such conversion into U.S. dollars shall be borne pro rata by the relevant holders by deduction
from the payment made to DTC and the relevant accountholder. If the applicable due date for
payment is not a Business Day, delivery of the U.S. dollars will occur on the next succeeding day
which is a Business Day. If the Fiscal Agent is unable to establish its bid quotation for the
purchase of U.S. dollars with Japanese yen on the second Business Day prior to the date on which
such payment becomes due, the Fiscal Agent will obtain a bid quotation for that purpose from a
leading foreign exchange bank in London selected by the Fiscal Agent in consultation with the
Issuer. If on such date the Fiscal Agent is unable to obtain a bid quotation for that purpose from
a leading foreign exchange bank, the Fiscal Agent will pay the Japanese yen Amount to the account
or accounts specified by DTC to the Fiscal Agent. Until such time as the Fiscal Agent is notified
by DTC of the account or accounts into which payment should be made, the funds held by the Fiscal
Agent will, if the Fiscal Agent is able to reinvest such funds, having made reasonable efforts to
do so, bear interest at the rate quoted by the Fiscal Agent for deposits in the same currency as
the funds with it on an overnight basis. In this paragraph, “Business Day” means any day on which
commercial banks and foreign exchange markets settle payments and are open
-6-
for general business (including dealings in foreign exchange and foreign currency deposits) in
The City of New York, London and Tokyo.
(c) Payments in respect of Securities represented by this DTC Global Security will be made to
beneficial owners in accordance with customary procedures established from time to time by DTC. In
the case of beneficial owners who have elected through the holder of this DTC Global Security to
receive payments in respect of such Securities in Japanese yen, payments of principal and interest
on the Securities will be made in immediately available funds by Japanese yen check drawn on, or by
transfer to a Japanese yen account maintained by the payee with, a bank located outside the United
States.
7. The Securities (including this DTC Global Security) may be redeemed for cash at the option
of the Issuer in whole, but not in part, on not more than sixty (60) days’ and not less than thirty
(30) days’ irrevocable notice to the Registered Holders of the Securities, at a redemption price
for each Security equal to the principal amount thereof, together with accrued interest to the date
fixed by the Issuer for redemption and any Additional Amounts, if the Issuer determines and
certifies to the Fiscal Agent immediately prior to the giving of the notice that, as a result of
any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated
thereunder) of Japan (or any political subdivision or taxing authority of Japan) affecting any
Taxes, or any change in official position regarding the application or interpretation of these
laws, treaties, regulations or rulings (including a holding, judgment or order by a court of
competent jurisdiction), which change, amendment, application or interpretation becomes effective
on or after May 9, 2006, the Issuer is, or on the next interest payment date would be, required to
pay any Additional Amounts for the Securities that cannot be avoided by measures reasonably
available to the Issuer; provided that no notice of redemption shall be given earlier than ninety
(90) days prior to the earliest date on which the Issuer would be obligated to make the withholding
if a payment in respect of the Securities were then due. Prior to the publication and mailing of
any notice of redemption of the Securities pursuant to the foregoing, the Issuer will deliver to
the Fiscal Agent an opinion of independent counsel of recognized standing or an opinion of a tax
consultant of recognized standing to the effect that the circumstances referred to above exist. The
Fiscal Agent shall accept such opinion of counsel or tax consultant, as the case may be, as
sufficient evidence of the satisfaction of the conditions precedent described above, and it shall
be conclusive and binding on the Registered Holders of the Securities.
Notice of intention to redeem the Securities, specifying the redemption date and the place or
places where the redemption price will be paid, shall be given by publication in a daily newspaper
in the English language, of general circulation in The City of New York (expected to be the Wall
Street Journal) and in a daily newspaper in the English language of general circulation in London,
England (expected to be the Financial Times), at least once prior to the redemption date, such
publication to be not less than thirty (30) days nor more than sixty (60) days prior to the
redemption date, provided that for so long as the Securities are held in book-entry form such
notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream,
Luxembourg, for communication by them to their respective Participants in substitution for
publication in any such newspaper. In case, by reason of the temporary or permanent suspension of
the publication or general circulation of any newspaper or by reason of any other cause, it shall
be impossible or impracticable to publish such notice in the manner herein provided, then such
method of publication in lieu thereof as shall be approved by the Fiscal Agent shall constitute a
sufficient publication of such notice. Such notice shall also be sent by the Fiscal Agent by mail,
postage prepaid, not less than thirty (30) days nor more than sixty (60) days prior to the
redemption date to
-7-
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 10); 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 Japanese yen (except as described in
paragraph 6), 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.
8. 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).
9. (a) In the event of a default by the Issuer (i) in the payment when due of principal of
or interest on any of the Securities and the continuance of such default for a period of thirty
(30) days, or (ii) in the performance of any other covenant contained in the Securities and the
continuance of such default for a period of ninety (90) days after written notice thereof to the
Issuer from the Registered Holder of this DTC Global Security shall have been received by the
Fiscal Agent, then in any such case the principal amount of this DTC Global Security shall, at the
option of and upon written demand to the Fiscal Agent at said office by the Registered Holder
hereof, mature and become due and payable upon the date that such written demand is received by the
Fiscal Agent, unless prior to such date the Issuer shall have cured all such defaults in respect of
all the Securities. Any amount of interest or principal so in default in respect of this DTC Global
Security shall bear interest (if, and to the extent permitted by law) at the rate specified in the
title of this DTC Global Security until such default shall have been cured.
(b) If a date for payment of principal or interest on this DTC Global Security falls on a day
that is not a Business Day, then the related payment of principal, premium, if any, or interest may
be made on the next succeeding Business Day as if made on the date the payment was due and no
interest will accrue in respect of such delay. In this paragraph, “Business Day” means any day on
which commercial banks and foreign exchange markets settle payments and are open for general
business (including dealings in foreign exchange and foreign currency deposits) in: (a) the
relevant place of payment and (b) Xxx Xxxx xx Xxx Xxxx, Xxxxxx xxx Xxxxx.
00. The transfer of this DTC Global Security is registrable on the Security Register (as
herein defined) upon surrender of this DTC Global Security for registration at the office of the
U.S. Representative of the Fiscal Agent in the Borough of Manhattan, The City of New York duly
endorsed by, or accompanied by a written instrument of transfer in a form approved by the Fiscal
Agent duly executed by, the Registered Holder hereof or such Registered Holder’s attorney duly
authorized in writing. The Issuer, Japan and the Fiscal Agent may deem and treat the Registered
Holder hereof as the absolute owner hereof (notwithstanding any notice of ownership or writing
hereon made by anyone) for the purpose of receiving payment hereon and for all other purposes,
whether or not this DTC Global Security shall be overdue. Upon surrender of this DTC Global
Security by an authorized representative of DTC, for registration of transfer, the Issuer shall
execute, and the Fiscal Agent shall authenticate and deliver, in the name of the designated
-8-
transferee or transferees, one or more new Securities, of any authorized denominations and of
a like aggregate principal amount, and registered in such name or names as may be requested by an
authorized representative of DTC, dated the date of authentication thereof and bearing the
guarantee of Japan in the form provided in the Fiscal Agency Agreement. The Issuer covenants that,
until the Agency Maintenance Termination Date, it will at all times maintain in the Borough of
Manhattan, The City of New York, an office or agency for the transfer and registration of
transfers, as aforesaid, of Securities and where notices and demands to or upon the Issuer or Japan
in respect of the Securities and the Fiscal Agency Agreement may be served. The Issuer has
appointed the Fiscal Agent (acting through its U.S. Representative) as its agent for such purpose.
The Issuer has also agreed to cause to be kept at the office of the Fiscal Agent in London a
register (the register maintained in such office being herein sometimes referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the
Issuer shall provide for such registration of transfers.
In the manner and subject to the limitations provided in the Fiscal Agency Agreement,
Securities may be exchanged for a like aggregate principal amount of Securities of authorized
denominations bearing the guarantee of Japan in the form provided in the Fiscal Agency Agreement.
The Issuer covenants that until the Agency Maintenance Termination Date, it will at all times
maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities
may be surrendered in exchange for Securities in other authorized denominations in accordance with
the terms hereof and of the Fiscal Agency Agreement. The Issuer has appointed the Fiscal Agent
(acting through its U.S. Representative) as its agent for such purpose.
Neither the Fiscal Agent nor any transfer agent will be required to (i) exchange or register
the transfer of any Security selected for redemption; or (ii) exchange or register the transfer of
any Security for the period from the record date preceding the due date for any payment to the
payment date with respect to such Security.
All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Issuer guaranteed by Japan evidencing the same debt, and entitled to the
same benefits, as the Securities surrendered upon such registration of transfer or exchange. Any
new DTC Global Security delivered pursuant to this paragraph 10 shall be so dated that neither gain
nor loss of interest shall result from such registration or exchange.
No service charge shall be made for any such transfer, exchange or registration of transfer or
exchange of Securities, but the Issuer, Japan or the Fiscal Agent (and any other agent appointed by
the Issuer pursuant to Section 2 of the Fiscal Agency Agreement) may require payment of a sum
sufficient to cover any transfer, stamp or other tax or other governmental charge required to be
paid in connection therewith.
11. In case this DTC Global Security shall at any time become mutilated or destroyed or
stolen or lost then, provided that this DTC Global Security, or evidence of the destruction, theft
or loss thereof (together with the indemnity hereinafter referred to and such other documents or
proof as may be required in the premises) shall be delivered to the Fiscal Agent or its U.S.
Representative, a replacement DTC Global Security of like tenor and principal amount and bearing
the guarantee of Japan in the form provided in the Fiscal Agency Agreement will be issued by the
Issuer and, at its request, authenticated and delivered by the Fiscal Agent, in exchange for the
DTC Global Security so mutilated, or in lieu of the DTC Global Security destroyed or stolen or
lost; and provided further that, in the case of destroyed, stolen or lost Securities, the Issuer,
Japan and the
-9-
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 11, the Issuer, Japan or the
Fiscal Agent may require the payment of a sum sufficient to cover any transfer, stamp or other tax
or other governmental charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Fiscal Agent) connected therewith. In case such mutilated,
destroyed, stolen or lost DTC Global Security has become or is about to become due and payable, the
Issuer in its discretion may, instead of issuing a new DTC Global Security, pay or cause to be paid
such DTC Global Security.
Every replacement DTC Global Security issued pursuant to this paragraph 11 in exchange for or
in lieu of any mutilated, destroyed, stolen or lost DTC Global Security shall constitute an
original additional contractual obligation of the Issuer guaranteed by Japan, whether or not the
mutilated, destroyed, stolen or lost DTC Global Security shall be at any time enforceable by
anyone. Any replacement DTC Global Security delivered pursuant to this paragraph 11 shall be so
dated that neither gain nor loss of interest shall result from such replacement.
The provisions of this paragraph 11 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.
12. Subject to paragraph 14, the Issuer hereby certifies and declares that all acts,
conditions and things required to be done and performed and to have happened precedent to the
creation and issuance of this DTC Global Security and its guarantee by Japan, and to constitute the
same the valid obligations of the Issuer and of Japan, respectively, in accordance with their
terms, have been done and performed and have happened in due and strict compliance with the
applicable laws of Japan.
13. The Fiscal Agency Agreement may be modified or amended by the Issuer, Japan and the
Fiscal Agent, and the terms and conditions of the Securities may be modified or amended by the
Issuer and Japan, without the consent of the Registered Holder of any DTC Global Security for the
purpose of adding to the covenants of the Issuer or Japan for the benefit of the Registered
Holders, surrendering any right or power conferred upon the Issuer or Japan, securing the
Securities pursuant to the requirements of the Securities or otherwise, curing any ambiguity, or
curing, correcting or supplementing any defective provision therein, or in any manner which the
Issuer, Japan and the Fiscal Agent may mutually deem necessary or desirable, which, in the case of
the Fiscal Agency Agreement, shall not be inconsistent with the Securities, and which shall not
adversely affect the interests of the Registered Holders of the Securities in any material respect,
to all of which each Registered Holder of any DTC Global Security shall, by acceptance thereof,
consent.
14. This DTC Global Security shall not become valid or obligatory for any purpose unless and
until this DTC Global Security has been authenticated by or on behalf of The Bank of
Tokyo-Mitsubishi UFJ, Ltd., London Branch, or its successor, as Fiscal Agent.
-10-
15. This DTC Global Security shall be governed by, and interpreted in accordance with, the
laws of the State of New York except with respect to its authorization and execution by the Issuer
and any other matters required to be governed by the laws of Japan.
16. As more fully set forth in the Fiscal Agency Agreement, the Issuer has appointed the U.S.
Representative of the Fiscal Agent for the time being as its authorized agent upon which process
may be served in any action arising out of or based on the Securities or the Fiscal Agency
Agreement which may be instituted in any State or Federal court in The City of New York by the
Registered Holder of this DTC Global Security, and the Issuer hereby expressly accepts the
jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable
until the Agency Maintenance Termination Date, unless and until a successor U.S. Representative of
the Fiscal Agent or successor Fiscal Agent shall have been appointed by the Issuer as its
authorized agent for such purpose and such successor U.S. Representative of the Fiscal Agent or
successor Fiscal Agent shall have accepted such appointment. Notwithstanding the foregoing, any
action arising out of or based on the Securities may be instituted by the Registered Holder of this
DTC Global Security in any competent court in Japan. The Issuer hereby waives irrevocably any
immunity to which it might otherwise be entitled in any action based on the Securities which may be
instituted by the Registered Holder of any DTC Global Security in any State or Federal court in The
City of New York or in any competent court in Japan. This waiver is intended to be effective upon
execution of this DTC Global Security without any further act by the Issuer before any such court,
and introduction of this DTC Global Security into evidence shall be final and conclusive evidence
of such waiver.
-11-
IN WITNESS WHEREOF, the Issuer has caused this DTC Global Security to be executed with the
signature of the Governor or a duly authorized agent of the Issuer in Tokyo, Japan or the facsimile
signature of the Governor or a duly authorized agent of the Issuer in Xxx Xxxx xx Xxx Xxxx, Xxxxx
xx Xxx Xxxx, Xxxxxx Xxxxxx of America.
Dated: May 9, 0000
| XXXXX FINANCE CORPORATION FOR MUNICIPAL ENTERPRISES | ||||
| By | ||||
| Name: Xxxx Xxxxxxxx | ||||
| Governor or | ||||
| Duly Authorized Agent of the Issuer | ||||
-12-
Form of Certificate of Authentication
This is one of the Securities within referred to. The undersigned hereby represents that it
has not authenticated Securities in excess of an aggregate principal amount of ¥120,000,000,000
(other than Securities issued in exchange for and upon the cancellation of a like aggregate
principal amount of other Securities, and Securities issued in lieu of destroyed, stolen or lost
Securities).
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., LONDON BRANCH | ||||
| as Fiscal Agent | ||||
| By | ||||
| Authorized Attorney | ||||
SCHEDULE TO THE DTC GLOBAL SECURITY
JAPAN FINANCE CORPORATION FOR MUNICIPAL ENTERPRISES
2.00% GUARANTEED BONDS DUE MAY 9, 2016
| Initial Principal | Additional | Aggregate Principal | ||||||||||
| Amount | Principal 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 SPECIAL TAXATION MEASURES LAW 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 SECURITIES COMPANY THROUGH A JAPANESE PAYMENT HANDLING AGENT, AS PROVIDED IN ARTICLE 0-0, XXXXXXXXX 6 OF THE SPECIAL TAXATION MEASURES LAW OF JAPAN, THE AMOUNT OF SUCH INTEREST MINUS THE AMOUNT PROVIDED IN THE CABINET ORDER RELATING TO SAID PARAGRAPH 6. |
| No. R | ¥ |
-1-
JAPAN FINANCE CORPORATION FOR MUNICIPAL ENTERPRISES
2.00% Guaranteed Bonds due May 9, 2016
1. JAPAN FINANCE CORPORATION FOR MUNICIPAL ENTERPRISES (herein called the “Issuer”), for value
received, hereby promises to pay to TOKYOTRUST NOMINEES LIMITED, or registered assigns, the
principal sum of Japanese yen or such other Aggregate Principal Amount as may be shown
in the Schedule hereto on May 9, 2016, and to pay to the Registered Holder (as defined in paragraph
3) of this International Global Security interest on said principal sum from May 9, 2006 or from
the most recent interest payment date to which interest has been paid or duly provided for,
semi-annually in arrears on May 9 and November 9 in each year, commencing November 9, 2006, at the
rate of two per centum (2.00%) per annum, until payment of said principal sum has been made or duly
provided for. The interest so payable on any May 9 and November 9, 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 of
the month in which such interest payment occurs (the “record date”), whether or not such first 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 semi-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.
Payments on this International Global Security will be made in accordance with any laws,
regulations or administrative practices applicable to the Issuer and the paying agent(s) in respect
thereof, including the requirements applicable under Japanese tax law. Payment of the principal of
and interest on this International Global Security shall be made in immediately available funds in
the lawful money of Japan (“Japanese yen” or “¥”) as at the time of payment is legal tender for the
payment of public and private debts. Also, payments of principal of this International Global
Security shall be made upon surrender of this International Global Security at the office of the
Fiscal Agent (as defined in paragraph 3) in London, or, subject to applicable laws and regulations,
at such other place or places as are designated by the Issuer, by Japanese yen check, or by wire
transfer to an account maintained by the payee, and payments of interest on this International
Global Security shall be made, in accordance with the foregoing and subject to the provisions
hereof and applicable laws and regulations, by check mailed on the due date for such payment to the
Registered Holder hereof at the address of the Registered Holder listed in the Security Register
(as defined in paragraph 9) or, upon written notice to the Fiscal Agent by such Registered Holder
no later than the record date for such payment, by wire transfer to an account of the Registered
Holder.
In the Fiscal Agency Agreement (as defined in paragraph 3), the Issuer and Japan have agreed
that until the date on which the Securities (as defined in paragraph 3) shall have been delivered
to the Fiscal Agent for cancellation, or become due and payable and monies sufficient to pay the
principal of and interest on all of the Securities shall have been made available for payment and
either paid or returned to the Issuer or Japan as provided herein (the “Agency Maintenance
Termination Date”), the Issuer and Japan will at all times maintain an office or agency in the
Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for
payment.
-2-
2. (a) All payments of principal and interest by the Issuer in respect of this International
Global Security will be made without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by
or on behalf of Japan, or any authority therein or thereof having power to tax (“Taxes”), unless
the withholding or deduction of such Taxes is required by law. In that event, the Issuer will pay
such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts
received by any beneficial owner of this International Global Security after such withholding or
deduction shall equal the respective amounts of principal and interest which would have been
receivable in respect of this International Global Security in the absence of such withholding or
deduction, except that no such Additional Amounts shall be payable with respect to this
International Global Security;
(i) to, or to a third party on behalf of, any beneficial owner of this International
Global Security that is 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
(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, société anonyme (“Clearstream, Luxembourg”) to the
Fiscal Agent; or
(iii) to, or to a third party on behalf of, any beneficial owner of this International
Global Security that is for Japanese tax purposes treated as 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 the Issuer by reason of such resident or Japanese corporation receiving
interest on this International Global Security through a payment handling agent in Japan
appointed by it);
(iv) more than 30 days after the Relevant Date (as defined in this paragraph 2(a)),
except to the extent that any beneficial owner of this International Global Security would
have been entitled to such Additional Amounts for payment at the expiration of such 30-day
period;
(v) where such withholding or deduction is imposed on a payment to an individual and
is required to be made pursuant to European Council Directive 2003/48/EC or any other
Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27,
2000 on the taxation of savings income or any law implementing or complying with, or
introduced in order to conform to, such Directive; or
-3-
(vi) to, or to a third party on behalf of, a beneficial owner of this International
Global Security who would have been able to avoid such withholding or deduction by
presenting this Security to another paying agent in a Member State of the European Union.
As used herein, the “Relevant Date” means the date on which such payment first becomes due,
except that, if the amount of the monies payable has not been received by the Fiscal Agent on or
prior to such due date, it means the date on which, the full amount of such monies having been so
received, notice to that effect shall have been duly published as set forth in paragraph 6.
(b) For the purpose of sub-paragraphs (ii) and (iii) above:
(i) where this International Global Security is held through a certain participant of
Euroclear or Clearstream, Luxembourg or a certain financial intermediary (each, a
“Participant”), in order to receive payments free of withholding or deduction by the Issuer
for, or on account of Taxes, if the relevant beneficial owner of this International Global
Security is (A) a non-resident of Japan or a non-Japanese corporation or (B) a Japanese
financial institution falling under certain categories prescribed by the Special Taxation
Measures Law (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 the 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 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 the
Issuer (herein called the “Securities”), issued in accordance with the Fiscal Agency Agreement (the
“Fiscal Agency Agreement”), dated as of April 28, 2006, entered into by and
-4-
among the Issuer, Japan, The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as Fiscal
Agent, Principal Paying Agent and Transfer Agent, and Union Bank of California, N.A., as the U.S.
representative of the Fiscal Agent (the “U.S. Representative”), with respect to the Securities,
copies of which Fiscal Agency Agreement are on file and available for inspection at the office of
the Fiscal Agent at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
London Branch, and Union Bank of California, N.A., in its capacity as U.S. Representative, and
their successors as Fiscal Agent are herein called the “Fiscal Agent”. This Security is one of the
series designated on the face hereof, limited in aggregate principal amount to ¥120,000,000,000
(one hundred twenty billion Japanese yen) 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 ¥10,000,000 and any integral multiple
thereof. In acting under the Fiscal Agency Agreement, the Fiscal Agent is acting solely as agent
for the Issuer and Japan and does not assume any obligation or relationship of agency or trust for
or with the Registered Holder of this International Global Security except as specifically
described below. As used herein, the term “Registered Holder” of a Security means the person in
whose name such Security is registered in the Security Register (as defined in paragraph 9).
Notwithstanding any other provision of the Fiscal Agency Agreement or this International
Global Security, this International Global Security may be transferred to, or exchanged for
Securities in definitive registered form registered in the name of, a person other than a common
depositary for Euroclear and Clearstream, Luxembourg, a nominee of a common depositary for
Euroclear and Clearstream, Luxembourg or successor of a common depositary for Euroclear and
Clearstream, Luxembourg or its nominee if Euroclear or Clearstream, Luxembourg notifies the Issuer
that it is unwilling or unable to continue as depositary for such International Global Security and
a successor depositary is not appointed by the Issuer within 90 days after receiving such notice or
becoming aware that Euroclear or Clearstream, Luxembourg is no longer so registered, or the Issuer,
in its sole discretion, instructs the Fiscal Agent in writing that the International Global
Security shall be so transferable and exchangeable. Securities in definitive registered form issued
in exchange for this International Global Security will be registered in such names as an
authorized representative of the common depositary for Euroclear and Clearstream, Luxembourg,
pursuant to instructions from direct and indirect Participants in Euroclear or Clearstream,
Luxembourg, shall request, and issued in denominations of ¥10,000,000 and integral multiples
thereof.
4. This International Global Security is subject to retirement or redemption as hereinafter
provided. Redemption of this International Global Security pursuant to this paragraph 4 shall be
made upon the notice, in the manner and with the effect hereinafter set forth.
5. In order to provide for the payment of principal of and interest on the Securities as the
same shall become due, the Issuer does hereby agree to pay to the Fiscal Agent at its office in
London in Japanese yen, the amounts set forth below in this paragraph, to be applied by the Fiscal
Agent as hereinafter set forth:
(a) The Issuer shall pay to the Fiscal Agent semi-annually on a date not later than each
interest payment date (or such other date when interest is payable, as provided in paragraph 8(b))
an amount sufficient to pay the interest becoming due on all Securities on such interest payment
date.
-5-
(b) On a date not later than the redemption or maturity date (or such other date when
principal is payable as provided in paragraph 8(b)) of this International Global Security, the
Issuer shall pay to the Fiscal Agent an amount which, together with any monies then held by the
Fiscal Agent and available for the purpose, shall be equal to the entire amount of principal and
interest to be due on such redemption or maturity date on the Securities called for redemption or
then outstanding.
(c) As early as practicable on each interest payment date and on the redemption or maturity
date (or on such other date on which interest or principal is payable as provided in paragraph
8(b)), the Fiscal Agent shall from funds paid to it by the Issuer pay, or procure the payment of,
the Japanese yen amount due in respect of Securities represented by this International Global
Security by check or by wire transfer of same day funds for value on the due date for payment to
the Registered Holder of this International Global Security for payment pro rata to the owners of
beneficial ownership interests in the Securities represented by this International Global Security
in accordance with Euroclear and Clearstream’s settlement procedures.
6. The Securities (including this International Global Security) may be redeemed for cash at
the option of the Issuer in whole, but not in part, on not more than sixty (60) days’ and not less
than thirty (30) days’ irrevocable notice to the Registered Holders of the Securities, at a
redemption price for each Security equal to the principal amount thereof, together with accrued
interest to the date fixed by the Issuer for redemption and any Additional Amounts, if the Issuer
determines and certifies to the Fiscal Agent immediately prior to the giving of the notice that, as
a result of any change in, or amendment to, the laws or treaties (or any regulations or rulings
promulgated thereunder) of Japan (or any political subdivision or taxing authority of Japan)
affecting any Taxes, or any change in official position regarding the application or interpretation
of these laws, treaties, regulations or rulings (including a holding, judgment or order by a court
of competent jurisdiction), which change, amendment, application or interpretation becomes
effective on or after May 9, 2006, the Issuer is, or on the next interest payment date would be,
required to pay any Additional Amounts for the Securities that cannot be avoided by measures
reasonably available to the Issuer; provided that no notice of redemption shall be given earlier
than ninety (90) days prior to the earliest date on which the Issuer would be obligated to make the
withholding if a payment in respect of the Securities were then due. Prior to the publication and
mailing of any notice of redemption of the Securities pursuant to the foregoing, the Issuer will
deliver to the Fiscal Agent an opinion of independent counsel of recognized standing or an opinion
of a tax consultant of recognized standing to the effect that the circumstances referred to above
exist. The Fiscal Agent shall accept such opinion of counsel or tax consultant, as the case may be,
as sufficient evidence of the satisfaction of the conditions precedent described above, and it
shall be conclusive and binding on the Registered Holders of the Securities.
Notice of intention to redeem the Securities, specifying the redemption date and the place or
places where the redemption price will be paid, shall be given by publication at least once in a
daily newspaper in the English language, of general circulation in The City of New York (expected
to be the Wall Street Journal) and in a daily newspaper in the English language of general
circulation in London, England (expected to be the Financial Times), at least once prior to the
redemption date, such publication to be not less than thirty (30) days nor more than sixty (60)
days prior to the redemption date, provided that for so long as the Securities are held in
book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and
Clearstream, Luxembourg, for communication by them to their respective Participants in substitution
for publication in any such newspaper. In case, by reason of the temporary or
-6-
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 Japanese
yen, at the place or places specified in such notice. From and after the redemption date, if monies
for the redemption of all the Securities to be redeemed shall have been available at the office of
the Fiscal Agent for redemption on the redemption date, the Securities so called for redemption
shall cease to bear interest and the only right of the Registered Holders of the Securities shall
be to receive payment of the redemption price in accordance with the terms of such Securities.
7. This International Global Security will become void unless presented for payment within a
period of ten years from the Relevant Date (as defined in paragraph 2).
8. (a) In the event of a default by the Issuer (i) in the payment when due of principal of or
interest on any of the Securities and the continuance of such default for a period of thirty (30)
days, or (ii) in the performance of any other covenant contained in the Securities and the
continuance of such default for a period of ninety (90) days after written notice thereof to the
Issuer from the Registered Holder of this International Global Security shall have been received by
the Fiscal Agent, then in any such case the principal amount of this International Global Security
shall, at the option of and upon written demand to the Fiscal Agent at said office by the
Registered Holder hereof, mature and become due and payable upon the date that such written demand
is received by the Fiscal Agent, unless prior to such date the Issuer shall have cured all such
defaults in respect of all the Securities. Any amount of interest or principal so in default in
respect of this International Global Security shall bear interest (if, and to the extent permitted
by law) at the rate specified in the title of this International Global Security until such default
shall have been cured.
(b) If a date for payment of principal or interest on this International Global Security falls
on a day that is not a Business Day, then the related payment of principal, premium, if any, or
interest may be made on the next succeeding Business Day as if made on the date the payment was due
and no interest will accrue in respect of such delay. For purposes of this paragraph 8(b),
“Business Day” means any day on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealings in foreign exchange and foreign currency
deposits) in: (a) the relevant place of payment and (b) The City of New York, London and Tokyo.
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
-7-
Global Security for registration of transfer by the Registered Holder hereof, the Issuer shall
execute, and the Fiscal Agent shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities, of any authorized denominations and of a
like aggregate principal amount, and registered in such name or names as may be requested by the
Registered Holder hereof, dated the date of authentication thereof and bearing the guarantee of
Japan in the form provided in the Fiscal Agency Agreement. The Issuer, Japan and the Fiscal Agent
may deem and treat the Registered Holder hereof as the absolute owner hereof (notwithstanding any
notice of ownership or writing hereon made by anyone) for the purpose of receiving payment hereon
and for all other purposes, whether or not this International Global Security shall be overdue. The
Issuer covenants that, until the Agency Maintenance Termination Date, it will at all times maintain
in London an office or agency for the registration and registration of transfers, as aforesaid, of
Securities and where notices and demands to or upon the Issuer or Japan in respect of the
Securities and the Fiscal Agency Agreement may be served. The Issuer has appointed the Fiscal Agent
as its agent for such purpose and has agreed to cause to be kept at the office of the Fiscal Agent
in London a register (the register maintained in such office being herein sometimes referred to as
the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the
Issuer shall provide for such registration of transfers.
In the manner and subject to the limitations provided in the Fiscal Agency Agreement,
Securities may be exchanged for a like aggregate principal amount of Securities of authorized
denominations bearing the guarantee of Japan in the form provided in the Fiscal Agency Agreement.
The Issuer covenants that until the Agency Maintenance Termination Date, it will at all times
maintain an office or agency in London where Securities may be surrendered in exchange for
Securities in other authorized denominations in accordance with the terms hereof and of the Fiscal
Agency Agreement. The Issuer has appointed the Fiscal Agent as its agent for such purpose.
Neither the Fiscal Agent nor any transfer agent will be required to (i) exchange or register
the transfer of any Security selected for redemption; or (ii) exchange or register the transfer of
any Security for the period from the record date preceding the due date for any payment to the
payment date with respect to such Security.
All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Issuer guaranteed by Japan evidencing the same debt, and entitled to the
same benefits, as the Securities surrendered upon such registration of transfer or exchange. Any
new International Global Security delivered pursuant to this paragraph 9 shall be so dated that
neither gain nor loss of interest shall result from such registration or exchange.
No service charge shall be made for any such transfer, exchange or registration of transfer or
exchange of Securities, but the Issuer, Japan or the Fiscal Agent (and any other agent appointed by
the Issuer pursuant to Section 2 of the Fiscal Agency Agreement) may require payment of a sum
sufficient to cover any transfer, stamp or other tax or other governmental charge required to be
paid in connection therewith.
10. In case this International Global Security shall at any time become mutilated or destroyed
or stolen or lost then, provided that this International Global Security, or evidence of the
destruction, theft or loss thereof (together with the indemnity hereinafter referred to and such
other documents or proof as may be required in the premises) shall be delivered to the Fiscal Agent
or its U.S. Representative, a replacement International Global Security of like tenor and principal
amount and bearing the guarantee of Japan in the form provided in the Fiscal Agency Agreement
-8-
will be issued by the Issuer and, at its request, authenticated and delivered by the Fiscal
Agent in exchange for the International Global Security so mutilated, or in lieu of the
International Global Security destroyed or stolen or lost; and provided further that, in the case
of destroyed, stolen or lost Securities, the Issuer, Japan and the Fiscal Agent shall have received
evidence satisfactory to them that such Securities were destroyed, stolen or lost, and shall also
have received an indemnity satisfactory to each of them. All expenses and reasonable charges
associated with procuring such indemnity and with the preparation, authentication and delivery of a
replacement International Global Security shall be borne by the Registered Holder of the
International Global Security mutilated, destroyed, stolen or lost. Upon the issuance of any
replacement International Global Security under this paragraph 10, the Issuer, Japan or the Fiscal
Agent may require the payment of a sum sufficient to cover any transfer, stamp or other tax or
other governmental charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Fiscal Agent) connected therewith. In case such mutilated, destroyed,
stolen or lost International Global Security has become or is about to become due and payable, the
Issuer in its discretion may, instead of issuing a new International Global Security, pay or cause
to be paid such International Global Security.
Every replacement International Global Security issued pursuant to this paragraph 10 in
exchange for or in lieu of any mutilated, destroyed, stolen or lost International Global Security
shall constitute an original additional contractual obligation of the Issuer guaranteed by Japan,
whether or not the mutilated, destroyed, stolen or lost International Global Security shall be at
any time enforceable by anyone. Any replacement International Global Security delivered pursuant to
this paragraph 10 shall be so dated that neither gain nor loss of interest shall result from such
replacement.
The provisions of this paragraph 10 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
stolen or lost Securities.
11. Subject to paragraph 13, the Issuer hereby certifies and declares that all acts,
conditions and things required to be done and performed and to have happened precedent to the
creation and issuance of this International Global Security and its guarantee by Japan, and to
constitute the same the valid obligations of the Issuer and of Japan, respectively, in accordance
with their terms, have been done and performed and have happened in due and strict compliance with
the applicable laws of Japan.
12. The Fiscal Agency Agreement may be modified or amended by the Issuer, Japan and the Fiscal
Agent, and the terms and conditions of the Securities may be modified or amended by the Issuer and
Japan, without the consent of the Registered Holder of any International Global Security for the
purpose of adding to the covenants of the Issuer or Japan for the benefit of the Registered
Holders, surrendering any right or power conferred upon the Issuer or Japan, securing the
Securities pursuant to the requirements of the Securities or otherwise, curing any ambiguity, or
curing, correcting or supplementing any defective provision therein, or in any manner which the
Issuer, Japan and the Fiscal Agent may mutually deem necessary or desirable, which, in the case of
the Fiscal Agency Agreement, shall not be inconsistent with the Securities, and which shall not
adversely affect the interests of the Registered Holders of the Securities in any material respect,
to all of which each Registered Holder of any International Global Security shall, by acceptance
thereof, consent.
-9-
13. This International Global Security shall not become valid or obligatory for any purpose
unless and until this International Global Security has been authenticated by The Bank of
Tokyo-Mitsubishi UFJ, Ltd., London Branch, or its successor, as Fiscal Agent.
14. This International Global Security shall be governed by, and interpreted in accordance
with, the laws of the State of New York except with respect to its authorization and execution by
the Issuer and any other matters required to be governed by the laws of Japan.
15. As more fully set forth in the Fiscal Agency Agreement, the Issuer has appointed the U.S.
Representative of the Fiscal Agent for the time being as its authorized agent upon which process
may be served in any action arising out of or based on the Securities or the Fiscal Agency
Agreement which may be instituted in any State or Federal court in The City of New York by the
Registered Holder of this International Global Security, and the Issuer hereby expressly accepts
the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable
until the Agency Maintenance Termination Date, unless and until a successor U.S. Representative of
the Fiscal Agent or successor Fiscal Agent shall have been appointed by the Issuer as its
authorized agent for such purpose and such successor U.S. Representative of the Fiscal Agent or
successor Fiscal Agent shall have accepted such appointment. Notwithstanding the foregoing, any
action arising out of or based on the Securities may be instituted by the Registered Holder of this
International Global Security in any competent court in Japan. The Issuer hereby waives irrevocably
any immunity to which it might otherwise be entitled in any action based on the Securities which
may be instituted by the Registered Holder of this International Global Security in any State or
Federal court in The City of New York or in any competent court in Japan. This waiver is intended
to be effective upon execution of this International Global Security without any further act by the
Issuer before any such court, and introduction of this International Global Security into evidence
shall be final and conclusive evidence of such waiver.
-10-
IN WITNESS WHEREOF, the Issuer has caused this International Global Security to be executed
with the signature of the Governor or a duly authorized agent of the Issuer in Tokyo, Japan or the
facsimile signature of the Governor or a duly authorized agent of the Issuer in Xxx Xxxx xx Xxx
Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America.
Dated: May 9, 0000
| XXXXX FINANCE CORPORATION FOR | ||||||
| MUNICIPAL ENTERPRISES | ||||||
| By | ||||||
| Name: Xxxx Xxxxxxxx | ||||||
| Governor or | ||||||
| Duly Authorized Agent of the Issuer | ||||||
-11-
Form of Certificate of Authentication
This is one of the Securities within referred to. The undersigned hereby represents that it
has not authenticated Securities in excess of an aggregate principal amount of ¥120,000,000,000
(other than Securities issued in exchange for and upon the cancellation of a like aggregate
principal amount of other Securities, and Securities issued in lieu of destroyed, stolen or lost
Securities).
| THE BANK OF TOKYO-MITSUBISHI UFJ, | ||||||
| LTD., LONDON BRANCH | ||||||
| as Fiscal Agent | ||||||
| By | ||||||
| Authorized Signatory | ||||||
SCHEDULE TO THE INTERNATIONAL GLOBAL SECURITY
JAPAN FINANCE CORPORATION FOR MUNICIPAL ENTERPRISES
2.00% GUARANTEED BONDS DUE MAY 9, 2016
| Initial Principal | Additional | Aggregate Principal | ||||||||||
| Amount | Principal 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 Corporation for Municipal
Enterprises, first make demand upon or seek to enforce remedies against Japan Finance Corporation
for Municipal Enterprises before demanding payment under, or seeking to enforce, this guarantee;
covenants that this guarantee will not be discharged except by complete performance of the
obligations contained in said Security and this guarantee; and covenants that the guarantee herein
contained shall be a general obligation of Japan, for the performance of which the full faith and
credit of Japan is hereby pledged and shall rank pari passu in right of payment with all other
general obligations of Japan without any preference one above the other by reason of priority of
date of issue, currency of payment or otherwise.
This guarantee shall not be valid or obligatory for any purpose until the within Security has
been authenticated by or on behalf of The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, or its
successor as Fiscal Agent duly appointed by Japan Finance Corporation for Municipal Enterprises 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: May 9, 0000
| XXXXX | ||||||
| By | ||||||
| Minister of Finance | ||||||
