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Fiscal Agent Agreement
"I need a Fiscal Agent Agreement for our upcoming USD 500 million corporate bond issuance scheduled for March 2025, with Standard Bank as fiscal agent, including provisions for both ZAR and USD payments and electronic clearing through Strate."
1. Parties: Identifies the issuer and the fiscal agent
2. Background: Describes the context of the agreement, including details of the debt securities to be issued
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Appointment of Fiscal Agent: Formal appointment and acceptance of the fiscal agent role
5. Duties of the Fiscal Agent: Comprehensive list of the fiscal agent's responsibilities and obligations
6. Payment Arrangements: Details of payment procedures, timing, and mechanisms
7. Registers and Records: Requirements for maintaining security holder registers and transaction records
8. Fees and Expenses: Compensation structure and reimbursement of expenses
9. Standard of Care and Liability: Defines the expected standard of service and liability limitations
10. Indemnification: Mutual indemnification provisions between parties
11. Communications: Protocols for notices and other communications between parties
12. Term and Termination: Duration of agreement and termination provisions
13. Confidentiality: Obligations regarding confidential information
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc
1. Foreign Exchange Provisions: Required when dealing with multiple currencies or international payments
2. Physical Securities Handling: Include when physical certificates are being issued
3. Electronic Clearing System Procedures: Required when securities are held in electronic clearing systems
4. Tax Handling Procedures: Detailed section needed when fiscal agent handles tax matters
5. Sub-Agents: Include when the fiscal agent is permitted to appoint sub-agents
6. Force Majeure: Detailed force majeure provisions for complex international arrangements
7. Anti-Money Laundering Compliance: Detailed AML procedures when handling international transactions
1. Schedule 1 - Forms of Securities: Templates and forms of any physical or global securities
2. Schedule 2 - Operating Procedures: Detailed day-to-day operational procedures and workflows
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees and charges
4. Schedule 4 - Payment Procedures: Step-by-step payment processing procedures
5. Schedule 5 - Authorized Signatories: List of authorized signatories and specimen signatures
6. Schedule 6 - Communication Protocols: Detailed communication procedures and contact information
7. Schedule 7 - Form of Notices: Standard forms for various notices required under the agreement
8. Appendix A - Security Terms and Conditions: Full terms and conditions of the securities being issued
Authors
Agency Agreement
Authorized Representative
Beneficial Owner
Bond Certificate
Business Day
Calculation Date
Clearing System
Conditions
Default
Early Redemption
Event of Default
Exchange Control Regulations
Financial Markets Act
Fiscal Agent
Global Certificate
Holder
Interest Payment Date
Interest Period
Issue Date
Issuer
JSE
Maturity Date
Nominee
Outstanding
Paying Agent
Payment Business Day
Payment Date
Principal
Principal Paying Agent
Record Date
Redemption Amount
Register
Registered Office
Registrar
Relevant Date
SARB
Securities
Security Holder
Series
Specified Currency
Specified Denomination
Specified Office
South African Rand
Strate
Sub-Agent
Tax
Transfer Agent
Transfer Form
Trust Deed
ZAR
Authority
Agency
Payment Obligations
Calculation
Record Keeping
Registration
Transfer
Fees and Expenses
Indemnification
Liability
Standard of Care
Representations and Warranties
Covenants
Confidentiality
Data Protection
Anti-Money Laundering
Exchange Control
Tax
Force Majeure
Termination
Resignation and Removal
Successor Agent
Notices
Amendment
Assignment
Waiver
Severability
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Banking
Financial Services
Investment Management
Corporate Finance
Public Sector
Mining
Energy
Telecommunications
Real Estate
Infrastructure Development
Treasury
Legal
Compliance
Corporate Finance
Operations
Risk Management
Securities Services
Capital Markets
Finance
Investment Banking
Chief Financial Officer
Treasury Manager
Financial Director
Debt Capital Markets Manager
Corporate Finance Manager
Legal Counsel
Compliance Officer
Operations Manager
Investment Banker
Bond Administrator
Securities Services Manager
Risk Manager
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