Issuing And Paying Agency Agreement Template for Singapore

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Key Requirements PROMPT example:

Issuing And Paying Agency Agreement

"Need an Issuing and Paying Agency Agreement for our medium-term note program with DBS Bank as the paying agent, covering both SGD and USD denominated notes with a program limit of SGD 500 million, to be effective from March 2025."

Document background
The Issuing and Paying Agency Agreement (IPAA) is a crucial document in Singapore's debt capital markets, used when an entity plans to issue debt securities or similar financial instruments requiring ongoing administration. It establishes the framework for appointing a financial institution to manage the issuance process, handle payments, and maintain records. The agreement must comply with Singapore's regulatory requirements, including MAS guidelines and the Securities and Futures Act. The IPAA typically forms part of a larger suite of documentation for debt issuance programs, detailing specific responsibilities, operational procedures, and compliance obligations for all parties involved.
Suggested Sections

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

2. Background: 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 authority

5. Duties of the Agent: Detailed responsibilities and obligations of the paying agent

6. Payment Provisions: Procedures for making payments and handling funds

7. Fees and Expenses: Compensation structure and cost allocation

8. Termination: Conditions and procedures for ending the agreement

9. Liability and Indemnification: Risk allocation between parties

Optional Sections

1. Electronic Records: Procedures for electronic documentation and record-keeping

2. Tax Provisions: Specific tax handling procedures and obligations

3. Force Majeure: Provisions for extraordinary events and market disruptions

Suggested Schedules

1. Fee Schedule: Detailed breakdown of fees and charges

2. Operating Procedures: Detailed operational processes and workflows

3. Form of Notes: Template for securities to be issued

4. Authorized Signatories: List of persons authorized to act on behalf of parties

5. KYC Requirements: Documentation requirements for compliance

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Industries

Securities and Futures Act (SFA): Primary legislation governing securities offerings and trading, including disclosure requirements and licensing requirements for intermediaries

Companies Act: Regulates corporate authority, capacity, directors' duties and responsibilities, and corporate governance requirements

Banking Act: Governs regulation of banking business and payment systems oversight

MAS Notice 757: Monetary Authority of Singapore guidelines on lending of Singapore Dollar to Non-Resident Financial Institutions

MAS Guidelines on Corporate Governance: Regulatory framework providing guidance on corporate governance practices

MAS Notice on Issuance of Debt Securities: Regulatory requirements for the issuance of debt securities in Singapore

SGX Rules: Singapore Exchange regulations governing securities listing, clearing, and settlement requirements

Singapore Contract Law: Laws governing formation and enforcement of contracts, contractual obligations and remedies

Electronic Transactions Act: Legislation governing electronic signatures and records in transactions

Personal Data Protection Act: Laws governing the collection, use, disclosure, and care of personal data

AML/CFT Regulations: Anti-Money Laundering and Countering the Financing of Terrorism regulations, including KYC requirements and transaction monitoring obligations

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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