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• To Each of the Parties Listed on Annex A hereto i 196_ Page within the meaning of the Act, it is techn cally not organized under the laws of any state. Consequently the exemption provided by Section 3(a)(2) for obligation issued and guaranteed Y certain banks may not be literally appl cable to the offer and sale of the Honda insofar as such offer an sale may involve the sale of an obligation of the Hank. We not, however, that in a number of situations involving domestic br nches or agencies of foreign banks under comparable circumstanc s, the staff of the Securities and Exchange Commission (the "C mmission") has stated that it would not recommend taking any act on if no registration under the Act is affected. The Commission has previously issued such a "no -action" letter, dated October 3 , 1964, in favor of the Bank with respect to the issuance of a letter of credit under circumstances comparable to those relating!to the issuance of the Letter of Credit described above. Pursuant to an interpretation of Sect on 3(a)(2) of the Act effective on September 23, 1986 (Release N . 33-6661), the Commission indicated that it would no long r issue "no -action" letters with respect to the exemption of a curities issued or guaranteed by U.S. branches or agencies of foreign banks from registration under the Act, but outlined t e criteria which would be used by the Commission in applying the ection 3(a)(2) exemption to such securities. Specifically according to that interpretation: " for purposes of the exemption rom registration provided by Section 3(a)(2) of the . . Act, the Commission deems a branch or agency of a foreign bank located in the United States to be a 'national bank, + or a 'banking institution organized under the laws f any State, Territory, or the District of Columbi ,' provided the nature and extent of federal and/or state re ulation and supervision of the particular. branch r agency is substantially equivalent to that appl cable to federal and state chartered domestic banks doing usiness in the same jurisdiction . . and provided the business of the branch or.agency in question is substantially confined to banking. We believe that, under the circumstan es at hand, the Hank would be treated by the Commission as a "n tional bank" or a "banking institution organized under the 1 ws of any State, Territory, or the District of Columbia" fo purposes of determining whether the Letter of Credit i exemppt from registration under the provisions of Secti n 3(a)(2) of the Act, and that it is therefore reasonable to pro Had with the offer and