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Fiscal Agent Agreement
"I need a Fiscal Agent Agreement for a Swiss franc-denominated bond issuance program launching in March 2025, where Credit Suisse will act as the fiscal agent for our corporate bonds; the agreement should include standard payment and registration provisions under Swiss law."
1. Parties: Identification of the issuer and the fiscal agent, including their registration details and addresses
2. Background: Context of the agreement, including reference to the debt issuance program or specific securities
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Appointment and Duties: Formal appointment of the fiscal agent and outline of core duties
5. Payment Provisions: Procedures for handling payments, including timing, method, and currency considerations
6. Issuance of Securities: Procedures for issuing securities, including authentication and delivery
7. Register Maintenance: Requirements for maintaining the register of holders (if applicable)
8. Fees and Expenses: Structure of fees, payment terms, and reimbursement of expenses
9. Tax Matters: Handling of tax-related issues, withholding requirements, and reporting obligations
10. Standard of Care and Liability: Expected standard of service and limitation of liability provisions
11. Indemnification: Mutual indemnification obligations and procedures
12. Communications: Methods and requirements for formal communications between parties
13. Confidentiality: Obligations regarding confidential information and data protection
14. Term and Termination: Duration of the agreement and termination provisions
15. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes
1. Additional Agents: Required when additional agents (such as calculation agents or paying agents) are appointed
2. Electronic Services: Include when specific electronic platforms or services will be used for operations
3. Force Majeure: Detailed force majeure provisions beyond standard terms, particularly relevant for cross-border operations
4. Business Continuity: Required for critical service arrangements or regulatory compliance
5. Anti-Money Laundering: Detailed AML procedures when extensive due diligence is required
6. Data Protection: Extended provisions when handling significant personal data or cross-border transfers
7. Sanctions Compliance: Required when transactions involve international payments or sanctioned countries consideration
1. Schedule 1 - Duties and Procedures: Detailed operational procedures and specific duties of the fiscal agent
2. Schedule 2 - Fee Schedule: Detailed breakdown of all fees, charges, and payment terms
3. Schedule 3 - Form of Securities: Templates and requirements for security certificates or global notes
4. Schedule 4 - Authentication Procedures: Specific procedures for authenticating instructions and documents
5. Schedule 5 - Contact Details: List of authorized representatives and contact information for both parties
6. Schedule 6 - Payment Procedures: Detailed procedures for handling payments, including contingency arrangements
7. Appendix A - Required Forms: Standard forms for instructions, transfers, and other routine operations
8. Appendix B - Technical Requirements: Technical specifications for electronic communications and systems
9. Appendix C - Service Level Agreement: Detailed service levels and performance metrics
Authors
Banking
Financial Services
Capital Markets
Investment Management
Corporate Finance
Securities Services
Asset Management
Treasury Services
Debt Capital Markets
Legal
Finance
Treasury
Compliance
Operations
Risk Management
Securities Administration
Payment Operations
Client Services
Documentation
Transaction Management
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Compliance Officer
Securities Operations Manager
Relationship Manager
Bond Program Manager
Financial Controller
Risk Manager
Operations Director
Payment Services Manager
Documentation Manager
Transaction Manager
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