Fiscal Agency Agreement Sample Contracts

Quebec – QUÉBEC 2.250% GLOBAL NOTES SERIES QV DUE February 22, 2024 FISCAL AGENCY AGREEMENT (February 22nd, 2019)

BNY Trust Company of Canada, a trust company existing under the federal laws of Canada, as fiscal agent, registrar, principal paying agent and transfer agent

Takeda Pharmaceutical Co Ltd – TAKEDA PHARMACEUTICAL COMPANY LIMITED The Company MUFG Bank, Ltd. Fiscal Agent FISCAL AGENCY AGREEMENT Dated as of November 21, 2018 €1,250,000,000 0.375% Senior Notes due 2020 €1,000,000,000 Senior Floating Rate Notes due 2020 €1,500,000,000 1.125% Senior Notes due 2022 €750,000,000 Senior Floating Rate Notes due 2022 €1,500,000,000 2.250% Senior Notes due 2026 €1,500,000,000 3.000% Senior Notes due 2030 (December 17th, 2018)

FISCAL AGENCY AGREEMENT, dated as of November 21, 2018, between Takeda Pharmaceutical Company Limited, a joint-stock corporation (kabushiki kaisha) organized under the laws of Japan (the “Company”), and MUFG Bank, Ltd., incorporated with limited liability in Japan, as fiscal agent (the “Fiscal Agent”).

Takeda Pharmaceutical Co Ltd – TAKEDA PHARMACEUTICAL COMPANY LIMITED The Company MUFG Bank, Ltd. Fiscal Agent FISCAL AGENCY AGREEMENT Dated as of November 21, 2018 €1,250,000,000 0.375% Senior Notes due 2020 €1,000,000,000 Senior Floating Rate Notes due 2020 €1,500,000,000 1.125% Senior Notes due 2022 €750,000,000 Senior Floating Rate Notes due 2022 €1,500,000,000 2.250% Senior Notes due 2026 €1,500,000,000 3.000% Senior Notes due 2030 (December 6th, 2018)

FISCAL AGENCY AGREEMENT, dated as of November 21, 2018, between Takeda Pharmaceutical Company Limited, a joint-stock corporation (kabushiki kaisha) organized under the laws of Japan (the “Company”), and MUFG Bank, Ltd., incorporated with limited liability in Japan, as fiscal agent (the “Fiscal Agent”).

Midamerican Funding Llc – FISCAL AGENCY AGREEMENT Between NORTHERN NATURAL GAS COMPANY, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Fiscal Agent Dated as of July 17, 2018 4.30% Senior Bonds due 2049 (August 6th, 2018)

FISCAL AGENCY AGREEMENT (this “Agreement”), dated as of July 17, 2018, between NORTHERN NATURAL GAS COMPANY, a corporation duly organized under the laws of the State of Delaware (the “Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Fiscal Agent (as defined in Section 2 hereof).

Quebec – QUÉBEC 2.600 % GLOBAL NOTES SERIES QU DUE July 6, 2025 FISCAL AGENCY AGREEMENT (July 6th, 2018)

AND: BNY Trust Company of Canada, a trust company existing under the federal laws of Canada, as fiscal agent, registrar, principal paying agent and transfer agent

Quebec – QUÉBEC 2.450% GLOBAL NOTES SERIES QT DUE March 1, 2023 FISCAL AGENCY AGREEMENT (March 1st, 2018)

AND: BNY Trust Company of Canada, a trust company existing under the laws of Canada, as fiscal agent, registrar, principal paying agent and transfer agent

Ambac Financial Group Inc – SUPPLEMENTAL FISCAL AGENCY AGREEMENT Dated as of February 12, 2018 to FISCAL AGENCY AGREEMENT Dated as of JULY 19, 2010 between THE SEGREGATED ACCOUNT OF AMBAC ASSURANCE CORPORATION, Issuer and THE BANK OF NEW YORK MELLON, Fiscal Agent (February 15th, 2018)

SUPPLEMENTAL FISCAL AGENCY AGREEMENT, dated as of February 12, 2018 (the “Supplemental Fiscal Agency Agreement”), between THE SEGREGATED ACCOUNT OF AMBAC ASSURANCE CORPORATION (and any successor in interest thereto, the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (the “Fiscal Agent”).

Canada – CANADA [ ] % UNITED STATES DOLLAR BONDS DUE [ ] FORM OF FISCAL AGENCY AGREEMENT Dated as of [ ] (December 19th, 2017)

FISCAL AGENCY AGREEMENT dated as of [                        ] (“Agreement”), between Her Majesty in right of Canada, as represented by the Minister of Finance, (“Canada”) and [                        ], as fiscal agent, transfer agent, registrar and principal paying agent.

PROCTER & GAMBLE Co – THE PROCTER & GAMBLE COMPANY 5.25% Notes due 2033 Fiscal Agency Agreement between The Procter & Gamble Company Bank One, NA, acting through its London Branch Fiscal Agent and Principal Paying Agent and BNP Paribas Securities Services, Luxembourg branch Paying Agent Dated as of December 4, 2002 (November 3rd, 2017)

THIS FISCAL AGENCY AGREEMENT (this “Agreement”) is made as of December 4, 2002 between The Procter & Gamble Company, a corporation duly organized and existing under the laws of the State of Ohio (the “Company”), Bank One, NA, acting through its London Branch, as fiscal agent and principal paying agent and BNP Paribas Securities Services, Luxembourg branch, as paying agent.

PROCTER & GAMBLE Co – THE PROCTER & GAMBLE COMPANY 3.375% Notes due 2012 4.125% Notes due 2020 Fiscal Agency Agreement between The Procter & Gamble Company JPMorgan Chase Bank, N.A., London Branch Fiscal Agent and Principal Paying Agent and Paying Agent Dated as of December 7, 2005 (November 3rd, 2017)

THIS FISCAL AGENCY AGREEMENT (this “Agreement”) is made as of December 7, 2005 between The Procter & Gamble Company, a corporation duly organized and existing under the laws of the State of Ohio (the “Company”), JPMorgan Chase Bank, N.A., London Branch, as fiscal agent and principal paying agent and J. P. Morgan Bank (Ireland) plc, as paying agent.

PROCTER & GAMBLE Co – THE PROCTER & GAMBLE COMPANY 6.25% Notes due 2030 Fiscal Agency Agreement between The Procter & Gamble Company Bank One, NA, acting through its London Branch Fiscal Agent and Principal Paying Agent and Paribas Luxembourg Paying Agent Dated as of January 31, 2000 (November 3rd, 2017)

THIS FISCAL AGENCY AGREEMENT (this “Agreement”) is made as of January 31, 2000 between The Procter & Gamble Company, a corporation duly organized and existing under the laws of the State of Ohio (the “Company”), Bank One, NA, acting through its London Branch, as fiscal agent and principal paying agent and Paribas Luxembourg, as paying agent.

Quebec – QUÉBEC ●% GLOBAL NOTES SERIES ● DUE ● FISCAL AGENCY AGREEMENT (August 30th, 2017)

WHEREAS pursuant to a terms agreement (the “Terms Agreement”), dated ●, among the Issuer, on the one hand, and ● and ●, each acting jointly on behalf of themselves and the several Underwriters named therein, on the other hand, which incorporates by reference all of the provisions of the Québec Underwriting Agreement Standard Provisions (Debt Securities), dated ●, the Issuer has agreed to create, issue and sell U.S.$● aggregate principal amount of ●% Global Notes Series ● due ● (herein collectively called the “Notes” or, individually, a “Note”);

Japan Bank for International Cooperation – FISCAL AGENCY AGREEMENT AMONG JAPAN BANK FOR INTERNATIONAL COOPERATION JAPAN [NAME OF FISCAL AGENT] Fiscal Agent, Principal Paying Agent and Transfer Agent AND [NAME OF U.S. REPRESENTATIVE] Principal Paying Agent and Transfer Agent Dated as of , (New York City time) / , (Tokyo time) [TITLE OF SECURITIES] (April 21st, 2017)

This FISCAL AGENCY AGREEMENT, is made as of                     ,             (New York City time) /                     ,              (Tokyo time), among JAPAN BANK FOR INTERNATIONAL COOPERATION, a joint stock corporation organized and existing under the laws of Japan (the “Issuer”), JAPAN, [NAME OF FISCAL AGENT], a [banking corporation] organized and existing under the laws of                     , as Fiscal Agent, Principal Paying Agent and Transfer Agent, and [NAME OF U.S. REPRESENTATIVE], a [banking corporation] organized and existing under the laws of the                     , as U.S. Representative of the Fiscal Agent, Principal Paying Agent and Transfer Agent.

Quebec – QUÉBEC 2.750% GLOBAL NOTES SERIES QS DUE April 12, 2027 FISCAL AGENCY AGREEMENT (April 12th, 2017)

DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as fiscal agent, registrar, principal paying agent and transfer agent

Japan International Cooperation Agency – FISCAL AGENCY AGREEMENT AMONG JAPAN INTERNATIONAL COOPERATION AGENCY JAPAN (March 8th, 2017)

This FISCAL AGENCY AGREEMENT, is made as of [·], [·] (New York City time) / [·], [·] (Tokyo time), among JAPAN INTERNATIONAL COOPERATION AGENCY, an incorporated administrative agency organized and existing under the laws of Japan (the “Issuer”), JAPAN, [NAME OF FISCAL AGENT], a banking corporation organized and existing under the laws of Japan, as Fiscal Agent, Principal Paying Agent and Transfer Agent, and [NAME OF U.S. REPRESENTATIVE], a banking corporation organized and existing under the laws of the United States of America, as U.S. Representative of the Fiscal Agent, Principal Paying Agent and Transfer Agent].

Quebec – QUÉBEC 1.650% GLOBAL NOTES SERIES QR DUE March 3, 2022 FISCAL AGENCY AGREEMENT (March 3rd, 2017)

WHEREAS pursuant to a terms agreement (the “Terms Agreement”), dated March 3, 2017, among the Issuer, on the one hand, and The Toronto-Dominion Bank, acting jointly on behalf of itself and on behalf of the several Representatives and the several Underwriters named therein, on the other hand, which incorporates by reference all of the provisions of the Québec Underwriting Agreement Standard Provisions (Debt Securities), dated February 24, 2017, the Issuer has agreed to create, issue and sell CAN$500,000,000 aggregate principal amount of 1.650% Global Notes Series QR due March 3, 2022 (herein collectively called the “Notes” or, individually, a “Note”);

Quebec – QUÉBEC 2.375% GLOBAL NOTES SERIES QQ DUE January 31, 2022 FISCAL AGENCY AGREEMENT (January 31st, 2017)

WHEREAS pursuant to a terms agreement (the “Terms Agreement”), dated January 25, 2017, among the Issuer, on the one hand, and BMO Capital Markets Corp., Deutsche Bank AG, London Branch, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital (USA) Inc., each acting jointly on behalf of themselves and the several Underwriters named therein, on the other hand, which incorporates by reference all of the provisions of the Québec Underwriting Agreement Standard Provisions (Debt Securities), dated January 24, 2017, the Issuer has agreed to create, issue and sell U.S.$2,000,000,000 aggregate principal amount of 2.375% Global Notes Series QQ due January 31, 2022 (herein collectively called the “Notes” or, individually, a “Note”);

Fms Wertmanagement – FISCAL AGENCY AGREEMENT Between FMS WERTMANAGEMENT and THE BANK OF NEW YORK MELLON, Fiscal Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., Listing Agent Dated as of November 14, 2012 Debt Securities (December 20th, 2016)

FISCAL AGENCY AGREEMENT, dated as of November 14, 2012 between FMS WERTMANAGEMENT (“FMS-WM”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as fiscal agent (the “Fiscal Agent”), principal paying agent (the “Paying Agent”), transfer agent (the “Transfer Agent”) and registrar (the “Registrar”) and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg listing agent (the “Listing Agent”) and Luxembourg local agent (the “Luxembourg Local Agent”).

Fms Wertmanagement – AMENDMENT NO. 1 TO FISCAL AGENCY AGREEMENT (December 20th, 2016)

This AMENDMENT NO. 1 TO FISCAL AGENCY AGREEMENT, dated as of November 14, 2012 (this “Amendment”), is hereby entered into as of August 13, 2014 by and between FMS WERTMANAGEMENT, a credit institution under the laws of the Federal Republic of Germany (“FMS-WM”), THE BANK OF NEW YORK MELLON, a New York banking corporation, as fiscal agent (the “Fiscal Agent”), and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as listing agent (the “Listing Agent”).

Landwirtschaftliche Rentenbank – AMENDMENT NO. 2 TO FISCAL AGENCY AGREEMENT (December 14th, 2016)

This AMENDMENT NO. 2 TO FISCAL AGENCY AGREEMENT (this “Amendment”) is hereby entered into as of December 12, 2016 by and between LANDWIRTSCHAFTLICHE RENTENBANK, a credit institution under the laws of the Federal Republic of Germany (the “Bank”), and BANKERS TRUST COMPANY now known as DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation duly incorporated and existing under the laws of the state of New York, as fiscal agent (the “Fiscal Agent”).

Japan International Cooperation Agency – FISCAL AGENCY AGREEMENT AMONG JAPAN INTERNATIONAL COOPERATION AGENCY JAPAN THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., LONDON BRANCH Fiscal Agent, Principal Paying Agent and Transfer Agent AND MUFG UNION BANK, N.A. Principal Paying Agent and Transfer Agent Dated as of [●], [●] (New York City time) / [●], [●] (Tokyo time) [TITLE OF SECURITIES] (October 5th, 2016)

This FISCAL AGENCY AGREEMENT, is made as of [●], [●] (New York City time) / [●], [●] (Tokyo time), among JAPAN INTERNATIONAL COOPERATION AGENCY, an incorporated administrative agency organized and existing under the laws of Japan (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 MUFG UNION BANK, N.A., a banking corporation organized and existing under the laws of the United States of America, as U.S. Representative of the Fiscal Agent, Principal Paying Agent and Transfer Agent].

Quebec – QUÉBEC 2.50% GLOBAL NOTES SERIES QP DUE April 20, 2026 FISCAL AGENCY AGREEMENT (April 20th, 2016)

WHEREAS pursuant to a terms agreement (the “Terms Agreement”), dated April 12, 2016, among the Issuer, on the one hand, and CIBC World Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, each acting jointly on behalf of themselves and the several Underwriters named therein, on the other hand, which incorporates by reference all of the provisions of the Québec Underwriting Agreement Standard Provisions (Debt Securities), dated April 12, 2016, the Issuer has agreed to create, issue and sell U.S.$2,000,000,000 aggregate principal amount of 2.50% Global Notes Series QP due April 20, 2026 (herein collectively called the “Notes” or, individually, a “Note”);

Republic of South Africa – AMENDMENT TO THE FISCAL AGENCY AGREEMENT DATED DECEMBER 13, 2013 Among REPUBLIC OF SOUTH AFRICA and CITIBANK, N.A., LONDON BRANCH Fiscal Agent and BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME Luxembourg Listing and Paying Agent Dated as of April 6, 2016 DEBT SECURITIES (April 6th, 2016)

AMENDMENT TO THE FISCAL AGENCY AGREEMENT, dated as of April 6, 2016 (the “Amendment”) which amends the Agreement dated as of December 13, 2013 (the “Agreement”), between the Republic of South Africa (the “Republic” or “South Africa”), Citibank, N.A., London Branch, a banking corporation organized and existing under the laws of The State of New York, as Fiscal Agent, and Banque Internationale à Luxembourg, société anonyme, as Luxembourg Agent.

Ambac Financial Group Inc – Dated as of October 3, 2014 to FISCAL AGENCY AGREEMENT Dated as of JUNE 7, 2010 between AMBAC ASSURANCE CORPORATION, Issuer and THE BANK OF NEW YORK MELLON, Fiscal Agent (November 9th, 2015)

AMENDMENT, dated as of October 3, 2014 (the “Amendment”), between AMBAC ASSURANCE CORPORATION, a Wisconsin-domiciled insurance corporation (and any successor in interest thereto, the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (the “Fiscal Agent”).

21Vianet Group, Inc. – FISCAL AGENCY AGREEMENT JUNE 24, 2014 21VIANET GROUP, INC. as Issuer and CITICORP INTERNATIONAL LIMITED as Fiscal Agent, Transfer Agent, CMU Lodging and Paying Agent and Registrar relating to CNY2,000,000,000 6.875% Bonds due 2017 Allen & Overy (April 10th, 2015)

Terms defined in the Conditions (as defined below) have the same meaning in this Agreement (except where otherwise defined in this Agreement) and except where the context requires otherwise:

Quebec – FISCAL AGENCY AGREEMENT (January 20th, 2015)

WHEREAS pursuant to a terms agreement (the “Terms Agreement”), dated •, among the Issuer, on the one hand, and • and •, each acting jointly on behalf of themselves and the several Underwriters named therein, on the other hand, which incorporates by reference all of the provisions of the Québec Underwriting Agreement Standard Provisions (Debt Securities), dated •, the Issuer has agreed to create, issue and sell U.S.$• aggregate principal amount of •% Global Notes Series • due • (herein collectively called the “Notes” or, individually, a “Note”);

Quebec – FISCAL AGENCY AGREEMENT (December 9th, 2014)

WHEREAS pursuant to a terms agreement (the “Terms Agreement”), dated •, among the Issuer, on the one hand, and • and •, each acting jointly on behalf of themselves and the several Underwriters named therein, on the other hand, which incorporates by reference all of the provisions of the Québec Underwriting Agreement Standard Provisions (Debt Securities), dated •, the Issuer has agreed to create, issue and sell U.S.$• aggregate principal amount of •% Global Notes Series • due • (herein collectively called the “Notes” or, individually, a “Note”);

Quebec – FISCAL AGENCY AGREEMENT (October 16th, 2014)

AND: THE BANK OF NEW YORK MELLON, a New York banking corporation, as fiscal agent, registrar, principal paying agent and transfer agent

Fms Wertmanagement – FISCAL AGENCY AGREEMENT Between FMS WERTMANAGEMENT and THE BANK OF NEW YORK MELLON, Fiscal Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., Listing Agent Dated as of November 14, 2012 Debt Securities (August 13th, 2014)

FISCAL AGENCY AGREEMENT, dated as of November 14, 2012 between FMS WERTMANAGEMENT (“FMS-WM”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as fiscal agent (the “Fiscal Agent”), principal paying agent (the “Paying Agent”), transfer agent (the “Transfer Agent”) and registrar (the “Registrar”) and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg listing agent (the “Listing Agent”) and Luxembourg local agent (the “Luxembourg Local Agent”).

Fms Wertmanagement – AMENDMENT NO. 1 TO FISCAL AGENCY AGREEMENT (August 13th, 2014)

This AMENDMENT NO. 1 TO FISCAL AGENCY AGREEMENT, dated as of November 14, 2012 (this “Amendment”), is hereby entered into as of August 13, 2014 by and between FMS WERTMANAGEMENT, a credit institution under the laws of the Federal Republic of Germany (“FMS-WM”), THE BANK OF NEW YORK MELLON, a New York banking corporation, as fiscal agent (the “Fiscal Agent”), and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as listing agent (the “Listing Agent”).

Ambac Financial Group Inc – JUNIOR NOTE FISCAL AGENCY AGREEMENT between THE SEGREGATED ACCOUNT OF AMBAC ASSURANCE CORPORATION Issuer and THE BANK OF NEW YORK MELLON Fiscal Agent Dated as of April 30, 2013 5.1% Junior Surplus Notes scheduled to mature on June 7, 2020 (March 3rd, 2014)

JUNIOR NOTE FISCAL AGENCY AGREEMENT (this “Agreement”), dated as of April 30, 2013, between THE SEGREGATED ACCOUNT OF AMBAC ASSURANCE CORPORATION (and any successor in interest thereto, the “Issuer”) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Fiscal Agent (as defined herein). The Exhibits attached hereto shall be deemed to be a part of this Agreement.

Ambac Financial Group Inc – FISCAL AGENCY AGREEMENT between THE SEGREGATED ACCOUNT OF AMBAC ASSURANCE CORPORATION Issuer and THE BANK OF NEW YORK MELLON Fiscal Agent Dated as of July 19, 2010 5.1% Surplus Notes scheduled to mature on June 7, 2020 (March 3rd, 2014)

FISCAL AGENCY AGREEMENT (this “Agreement”), dated as of July 19, 2010, between THE SEGREGATED ACCOUNT OF AMBAC ASSURANCE CORPORATION (and any successor in interest thereto, the “Issuer”) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Fiscal Agent (as defined herein). The Exhibits attached hereto shall be deemed to be a part of this Agreement.

Landwirtschaftliche Rentenbank – AMENDMENT NO. 1 TO FISCAL AGENCY AGREEMENT (December 13th, 2013)

This AMENDMENT NO. 1 TO FISCAL AGENCY AGREEMENT, dated as of October 16, 2001 (this “Amendment”), is hereby entered into as of December 12, 2013 by and between LANDWIRTSCHAFTLICHE RENTENBANK, a credit institution under the laws of the Federal Republic of Germany (the “Bank”), and BANKERS TRUST COMPANY now known as DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation duly incorporated and existing under the laws of the state of New York, as fiscal agent.

Ubs Ag – UBS AG acting through its Stamford branch USD 2,000,000,000 TIER 2 SUBORDINATED NOTES DUE 2022 FISCAL AGENCY AGREEMENT (March 14th, 2013)

(2) U.S. Bank, N.A., as fiscal agent (the “Fiscal Agent”) and as calculation agent (the “Calculation Agent”) and any other paying agents appointed from time to time (together with the Fiscal Agent and Calculation Agent, the “Paying Agents”).

State Street Corp – FISCAL AGENCY AGREEMENT with respect to EXTENDIBLE SENIOR UNSECURED FLOATING RATE NOTES INITIALLY DUE 2014 between STATE STREET BANK AND TRUST COMPANY as Issuer and U.S. BANK NATIONAL ASSOCIATION as Fiscal Agent (December 19th, 2012)

This Fiscal Agency Agreement (this “Agreement”) is made as of December 18, 2012, between State Street Bank and Trust Company, a trust company organized under the laws of the Commonwealth of Massachusetts (the “Bank”), and U.S. Bank National Association, a national banking association organized under the laws of the United States (the “Fiscal Agent,” which term shall include any successor appointed in accordance with Section 23).