(An example of the text of an agreement)
The Agreement for the Hakodate-Nayoro Route of the Trans-Hokkaido
Expressway, a National Expressway, etc.
(East Nippon Expressway Company Limited)
The Japan Expressway Holding and Debt Repayment Agency (hereinafter to be referred
to as “the Agency”), an independent administrative agency, and East Nippon
Expressway Company Limited, (hereinafter to be referred to as “the Company”) hereby
conclude this agreement (hereinafter to be referred to as the “Agreement”) in pursuanceof the provisions of Article 6, Paragraph 1, of the Expressway Company Law (Law No.
99 of 2004, hereinafter to be referred to as the “Road Company Law”) and theprovisions of Article 13, Paragraph 1, of the Japan Expressway Holding and Debt
Agency Law (hereinafter to be referred to as the “Agency Law”).
(Purpose)
Article 1. The purpose of the Agreement is to determine, for the Hakodate-Nayoro
Route of the Trans-Hokkaido Expressway, etc., matters necessary for the conduct of the
Agency’s business mentioned in Article 12, Paragraph 1, of the Agency Law and thebusiness mentioned in Article 5, Paragraph 1 or Paragraph 2, of the Road Company
Law (hereinafter to be referred to collectively as the “Business, etc.”) and thereby
ensure a proper and smooth implementation of the Business, etc.
(Cooperation)
Article 2. In the conduct of the Business, etc., the Agency and the Company shallclosely cooperate with each other, ensuring a smooth repayment of debts, in order toguarantee that the construction, reconstruction, maintenance, repair, rehabilitation fromdamage by a natural disaster, and other management duties (hereinafter to be referred toas the “management duties of expressways”) are carried out properly and efficiently.
(Expressway routes covered by the Agreement)
Article 3. The name of the expressway route covered by the Agreement, in the casewhere two or more companies undertake the job of expressway management, the nameof the route and the section where the Company undertakes the management, shall be as
follows:1(1) The Hakodate-Nayoro Route of the Trans-Hokkaido Expressway, a national
expressway(The rest is omitted.)(The substance of the work)
Article 4. The substance of the work relating to the construction of new expressways or
the reconstruction of existing ones as part of the management of expressways carriedout by the Company is as shown in Attached Sheet 1-1 to Attached Sheet 1-111.
2. The substance of work relating to repair of the management done by the Company(limited to work where the debt for the cost is accepted by the Agency from theCompany) is as shown in Attached Sheet 2.
3. The Company shall submit a repair work plan to the Agency beforehand and obtainits consent when it wants to undertake the work subject to the subsidy mentioned in
Article 13, Paragraph 1, of the repair mentioned in the immediately preceding
paragraph. The same applies when the Company wants to change the plan.
4. The Company shall submit a repair work plan to the Agency beforehand and obtainits consent when it wants to undertake any work other than that mentioned in theimmediately preceding paragraph of the work mentioned in Paragraph 2. The same
applies when the Company wants to change the plan. In the event that it is difficult
to submit a repair work plan beforehand, the Company shall submit a report of repair
work to the Agency before the day the road asset that has increased in value as aresult of the repair comes into the possession of the Agency.
5. The Company shall submit a post-disaster reconstruction plan to the Agency
beforehand when it wants to undertake construction work relating to disasterrecovery. The same applies when the Company wants to change the plan. In theevent that it is difficult to submit a reconstruction plan beforehand, the Company
shall submit a report of post-disaster reconstruction work to the Agency before the
day the road asset that has increased in value as a result of the reconstruction comes
into the possession of the Agency.
(Limit on the acceptance of debts relating to construction, reconstruction or repair)
Article 5. The limit on the debts that the Agency may accept from the Company inrelation to the expenses necessary for the construction of new expressways or thereconstruction of existing ones shall be as determined in Attached Sheet 1-1 to Attached2Sheet 1-111.
2. The limit on the debts that the Agency may accept from the Company in relation to
repair shall be as determined in Attached Sheet 3.
(Limit on the acceptance of debts relating to post-disaster reconstruction)
Article 6. The limit on the debts that the Agency may accept from the Company inrelation to the expenses necessary for post-disaster reconstruction shall be as
determined in Attached Sheet 4.
2. Notwithstanding the provision of the immediately preceding paragraph, in cases
where the Company has carried out post-disaster reconstruction by obtaining aninterest-free loan from the Agency mentioned in Article 12, Paragraph 1,
Subparagraph 5, of the Agency Law, the limit on the debts shall be the amountequivalent to the sum calculated by adding the amount of interest-free loan to thelimit mentioned in the immediately preceding paragraph.
(Substance of the road assets relating to a loan)
Article 7. The road assets that the Agency rents out to the Company shall be the land
space, supporting walls or other structures of the expressway defined in Article 3.
(Rent for the road assets)
Article 8. The rent for the road assets that the Agency rents out to the Company shall be
as determined in Attached Sheet 5.
2. The Company shall pay the rent mentioned in the immediately preceding paragraphon a monthly installment, and the due date shall be the 15th of the following month;provided, however, in cases where the due date falls on a bank holiday defined in
Article 15, Paragraph 1, of the Banking Law (Law No. 59 of 1981), the due dateshall be the preceding ordinary day.
3. The Company shall pay the rent by the due date defined in the immediately preceding
paragraph in response to a bill issued by the Agency.
4. Except in cases mentioned in the following paragraph, in the event that the Company
fails to pay either whole or part of the rent by the due date, the Company shall pay,as the interest on arrears, an amount calculated by multiplying the shortage by 5%
per annum for the number of days from the day following the due date to the day
3when the rent was paid.
5. When the Agency considers that the Company cannot pay either whole or part of therent, due to an unavoidable reason such as a major disaster, by the due date definedin Paragraph 2, the Agency may give a period of grace.
In that event, the Company shall pay the interest on arrears to the Agency for thenumber of days from the day following the due date to the day when the rent waspaid, and the rate of interest shall be determined through consultation between the
Agency and the Company.
6. In the event that the Company fails to pay by the end of the period of grace defined in
the immediately preceding paragraph either whole or part of the rent payable under
the provision of Paragraph 3, the Company shall pay, as the interest on arrears, anamount calculated by multiplying the shortage by 5.0% per annum for the number ofdays from the day following the last day of the period of grace to the day when therent was paid.
Article 9. In cases where any of the following subparagraphs is applicable to the toll
income of each year (hereinafter to be referred to as the “earned income”), the rent shallbe the amount as determined in the relevant subparagraph:(1) If the earned income exceeds the sum of the amount in Attached Sheet 6(hereinafter to be referred to as the “target income”) and 1% of the target income(such sum hereinafter to be referred to as the “addition base amount”), i.e. theamount in Paragraph 1 of the immediately preceding Article plus the amountobtained by subtracting the addition base amount from the earned income;(2) If the earned income is smaller than the amount obtained by subtracting 1% of
the target income from the target income (hereinafter to be referred to as the“subtraction base amount”), the amount in Paragraph 1 of the immediately
preceding Article minus the amount obtained by subtracting the earned income
from the subtraction base amount.
2. In the case where Subparagraph 1 of the immediately preceding paragraph isapplicable, the Company shall pay to the Agency the amount obtained by subtracting
the additional base amount from the earned income in response to the bill issued by
the Agency within two months of the time the Company submits the financial
statements to the Minister of Land, Infrastructure and Transport pursuant to Article
14, Paragraph 3, of the Road Company Law.
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3. In cases where Paragraph 1, Subparagraph 2, above is applicable, the Agency shall
pay to the Company the amount obtained by subtracting the earned income from thesubtraction base amount in response to the bill issued by the Company within twomonths from the time the Company submits the financial statements to the Ministerof Land, Infrastructure and Transport pursuant to Article 14, Paragraph 3, of theExpressway Company Law.
4. The provisions of Paragraph 4 to Paragraph 6 of the immediately preceding article
shall be applied mutatis mutandis in the case of Paragraph 2 and the immediately
preceding paragraph.
(Road asset leasing period)
Article 10. The period of lease on the assets that the Agency leases out to the Company
shall start on the day when each road asset becomes property of the Agency in turn andends on August 15, 2050.
(The revenues of leases and the period of collection)
Article 11. When the Company opens the expressway defined in Article 3 for public use,
the toll collected by the Company and the period of collection shall be as determined in
Attached Sheet 7.
(Maintenance, repair and management)
Article 12. The Company shall maintain, repair and manage the expressways properly
and efficiently so that they may always be kept in good condition and the generalvehicular traffic may not be obstructed.
2. The Company shall report to the Agency every fiscal year how the expressways aremaintained, repaired and managed, and the Agency may confirm the condition of theexpressways on the spot whenever necessary.
(Subsidy)
Article 13. In cases where the Company, through its managerial endeavors, has cut theexpenses necessary for the construction of new expressways or the reconstruction or
repair of existing ones (in the case of repair, limited to those where the prior consent
mentioned in Article 4, Paragraph 3, has been obtained), the Company may submit an5

application to the Agency for the subsidy defined in Article 12, Paragraph 1,
Subparagraph 7, of the Agency Law, as a business of the Agency.
2. When the Company requests the subsidy mentioned in the immediately preceding
paragraph, it shall submit the application stating the items below, together with adocument that shows that the construction of a new expressway or the reconstruction
or repair of an existing one has been completed and the cutback on the expenses wasdue to its managerial endeavors:(1) Details of the construction, reconstruction work or repair work;(2) The limit of debts to be accepted by the Agency from the Company relating to
the construction, the reconstruction or the repair work;(3) The base amount subjected to subsidies relating to (2) above;(4) The amount of debts to be accepted by the Agency from the Company relating to
the construction, the reconstruction or the repair work.
3. The base amount in Subparagraph 3 of the immediately preceding paragraph isdetermined in Sheet 1-1 to Attached Sheet 1-111 in the case of new construction orreconstruction, and the amount determined in the repair work plan mentioned in
Article 4, Paragraph 3, in the case of repair.
4. When the Agency recognizes that the application based on the provision of Paragraph
1 meets all the following conditions, it shall confer on the Company 50% of theamount obtained by subtracting the amount mentioned in Paragraph 2, Subparagraph4, from the amount mentioned in Paragraph 2, Subparagraph 3 (limited, however, tothe amount recognized as a result of managerial endeavors by the Company) as a
subsidy based on the provision of Paragraph 1:(1) The amount mentioned in Paragraph 2, Subparagraph 4, is smaller than theamount mentioned in Subparagraph 3 of the same paragraph.
(2) The cutback on the expenses for the construction, reconstruction or repair work
mentioned in the application was due to managerial endeavors by the Company.
(3) All the facts mentioned in the application are proper and reasonable.
(Attribution of the road asset to the Agency)
Article 14. In cases where the road asset relating to expressways becomes property of
the Agency under the provisions of Article 51, Paragraph 2 to Paragraph 4, of the Road
Improvement Special Measures Law (Law No. 7 of 1956, hereinafter to be referred to6

as the “Special Measures Law”), the Company shall submit the original register for theroad asset, the ledger for the land, the design drawing and other related books anddocuments (hereinafter to be referred to as the “road asset original register etc.”) to the
Agency beforehand.
2. The Agency may collate the entries in the road asset original register, etc., with theactual road in the presence of a Company person when it considers collationnecessary.
(Acceptance of debts)
Article 15. In cases where the Agency accepts, under the provision of Article 15,
Paragraph 1, of the Agency Law, the debts that the Company has assumed to pay
expenses for the construction, reconstruction or repair of an expressway or the
rehabilitation of an expressway damaged by a natural disaster, the Company shallsubmit to the Agency the list of debts relating to the acceptance, loan contract, registerof corporate bonds, and other documentary evidence (hereinafter to be referred to as the“documentary evidence”) beforehand and collate them with the list of debts in thepresence of a Agency person.
(Change in the Agreement)
Article 16. The Agency and the Company shall re-examine the Agreement generally
every five years and may propose changes to each other when the Agency or theCompany finds a change necessary. The same shall apply when there has been a major
natural disaster or a substantial change in socioeconomic conditions and either party
considers a change in the Agreement necessary.
2. The Agency and the Company may propose a change in the Agreement with eachother when either party recognizes that the amount of the rent does not conform to
the basis defined in Article 17 of the Agency Law, the toll does not conform to thebasis in Article 23 of the Special Measures Law or there is a threat which seriously
hampers a proper and smooth execution of business, etc.
3. The Agency and the Company shall respond to the proposal with sincerity when achange based on the provision of the immediately preceding paragraph has been
proposed.
4. A change based on the provisions of Paragraph 1 and Paragraph 2 shall be made by7

taking the execution of business, etc., into account so that the repayment of debts
may be made smoothly and without fail, and the management of expressways may
be carried out properly and smoothly.
(Consultation, etc.)
Article 17. When a problem or a doubt not mentioned in the Agreement has arises, theAgency and the Company consult each other each time.
Supplementary provisions
The Agreement comes into effect on April 1, 2006.
In witness whereof, the Agreement is executed in two copies and each party shall write
their name and affix their seal to them, and keep one copy for themselves.
March 31, 2006
Hirotada Seyama
President,
The Japan Expressway Holding and Debt Repayment Agency
Jujiro Yagi, Chairman and Representative Director
East Nippon Expressway Company Limited
Attached Sheet 1: “Substance of the work relating to new construction or reconstruction
and the limit on the acceptance of debts necessary for the work”
Attached Sheet 2: “Substance of the work relating to repairs”
Attached Sheet 3: “Limit on the acceptance of debts for the expenses necessary for thework relating to repair”
Attached Sheet 4: “Limit on the acceptance of debts relating to post-disasterreconstruction”
Attached Sheet 5: “Rent on road assets leased out”
Attached Sheet 6: “Amount of the target rental income”
Attached Sheet 7: “Amount of the toll and the period of collection”
Note: In addition to the above, there is an interest-free loan plan in agreements relating
to the Metropolitan Expressway, Hanshin Expressway (the sector in the Hanshin area)and Hanshin Expressway (the sector in the Kyoto area).
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