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Issuing And Paying Agency Agreement for the United States

Issuing And Paying Agency Agreement Template for United States

An Issuing and Paying Agency Agreement (IPAA) is a legal contract governed by U.S. federal and state securities laws that establishes the relationship between an issuer of securities or commercial paper and a financial institution acting as the paying agent. The agreement outlines the terms and conditions for issuing securities, managing payments, maintaining records, and handling administrative duties. It incorporates requirements from various U.S. regulatory frameworks including SEC regulations, banking laws, and applicable state securities laws.

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What is a Issuing And Paying Agency Agreement?

The Issuing and Paying Agency Agreement (IPAA) is a fundamental document in U.S. securities transactions, used when an entity plans to issue securities or commercial paper and requires a financial institution to manage the administrative aspects of the issuance and payment process. The agreement is critical for compliance with U.S. federal and state securities laws, SEC regulations, and banking requirements. It details the mechanisms for issuance, payment procedures, record-keeping requirements, and the respective obligations of all parties involved. The IPAA is particularly important for medium-term note programs, commercial paper programs, and other debt security issuances.

What sections should be included in a Issuing And Paying Agency Agreement?

1. Parties: Identifies the issuer, paying agent, and other relevant parties

2. Background: Establishes context of the agreement and program details

3. Definitions: Key terms used throughout the agreement

4. Appointment of Agent: Terms of appointment and scope of paying agent's duties

5. Issuance Procedures: Procedures for issuing securities and related documentation

6. Payment Procedures: Mechanisms for making payments to security holders

7. Agent's Duties: Detailed responsibilities and obligations of the paying agent

8. Fees and Expenses: Compensation structure and expense reimbursement

9. Term and Termination: Duration of agreement and termination provisions

What sections are optional to include in a Issuing And Paying Agency Agreement?

1. DTC Procedures: Required when securities are DTC-eligible and details procedures for book-entry securities

2. Foreign Clearing Systems: Procedures for international clearing systems, used for international offerings

3. Tax Compliance: FATCA and other tax reporting requirements for international issuers or holders

What schedules should be included in a Issuing And Paying Agency Agreement?

1. Form of Note/Security: Template of the security to be issued

2. Fee Schedule: Detailed breakdown of agent fees and charges

3. Operating Procedures: Detailed operational procedures and timelines

4. Authorized Signatories: List of persons authorized to give instructions

5. Form of Issuance Request: Template for requesting new issuances

6. Settlement Instructions: Payment and settlement details

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Document Type

Agency Agreement

Cost

Free to use
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Industries

Federal Securities Laws: Core federal securities legislation including Securities Act of 1933, Securities Exchange Act of 1934, Trust Indenture Act of 1939, and Investment Company Act of 1940. These laws establish the fundamental framework for securities regulation in the US.

SEC Regulations: Specific SEC rules including Rule 144A (private resale of securities), Regulation S (offshore offerings), and Regulation D (private placement exemptions). These regulations govern specific aspects of securities transactions and offerings.

Banking Regulations: Federal Reserve regulations, Bank Secrecy Act, and USA PATRIOT Act provisions related to KYC/AML compliance. These ensure proper banking operations and prevent financial crimes.

Commercial Paper Provisions: Section 3(a)(3) of the Securities Act for commercial paper exemption and Federal Reserve Board's Commercial Paper Funding Facility (CPFF) guidelines. These specifically govern commercial paper issuance and trading.

State Securities Laws: Also known as 'Blue Sky Laws', these include state-specific securities regulations and state banking regulations that vary by jurisdiction.

Uniform Commercial Code: Articles 3 (Negotiable Instruments), 8 (Investment Securities), and 9 (Secured Transactions) of the UCC, providing standardized rules for commercial transactions.

FATCA Compliance: Foreign Account Tax Compliance Act requirements governing tax reporting and compliance for foreign financial institutions and certain non-financial foreign entities.

Industry Standards: DTC rules and procedures, CUSIP requirements, and Federal Reserve Book-Entry regulations that establish operational standards for securities transactions.

Anti-Fraud Provisions: Rule 10b-5 under the Securities Exchange Act and state anti-fraud provisions designed to prevent fraudulent securities practices and protect investors.

Corporate Law: Delaware General Corporation Law (if applicable) and relevant state corporate laws that govern corporate formation, operation, and governance.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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