FISCAL AGENCY AGREEMENT AMONG JAPAN BANK FOR INTERNATIONAL COOPERATION JAPAN MUFG BANK, LTD., LONDON BRANCH Fiscal Agent, Registrar, Principal Paying Agent and Transfer Agent AND COMPANY, NATIONAL ASSOCIATION Registrar, Principal Paying Agent and...Fiscal Agency Agreement • July 10th, 2024 • Japan Bank for International Cooperation • Foreign governments • New York
This FISCAL AGENCY AGREEMENT, is made as of July 9, 2024 (New York City time) / July 10, 2024 (Tokyo time), among JAPAN BANK FOR INTERNATIONAL COOPERATION, a joint stock corporation organized and existing under the laws of Japan (the “Issuer”), JAPAN, MUFG BANK, LTD., LONDON BRANCH, a corporation organized and existing under the laws of Japan, as Fiscal Agent, Registrar, Principal Paying Agent and Transfer Agent, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as U.S. Representative of the Fiscal Agent, Registrar, Principal Paying Agent and Transfer Agent.
EXPORT DEVELOPMENT CANADA [•]% UNITED STATES DOLLAR BONDS DUE [•], 20[•] FISCAL AGENCY AGREEMENT Dated as of [•], 20[•]Fiscal Agency Agreement • June 26th, 2024 • Export Development Canada/Cn • Foreign governments • Ontario
FISCAL AGENCY AGREEMENT dated as of [•], 20[•], between Export Development Canada (“EDC”) and Citibank, N.A. (“Citibank”), a national banking association authorized to do business in New York, as fiscal agent, transfer agent, registrar and principal paying agent.
FISCAL AGENCY AGREEMENTFiscal Agency Agreement • January 27th, 2012 • Thirty Eight Hundred Fund LLC • New York
EXHIBIT A FORM OF TERMS AND CONDITIONS EXHIBIT B FORM OF GLOBAL NOTE EXHIBIT C FORM OF DEFINITIVE NOTE This FISCAL AGENCY AGREEMENT, dated as of August 17, 2011 (this "AGREEMENT"), is among The Thirty-Eight Hundred Fund, LLC (the "COMPANY"), The Bank of New York Mellon, as fiscal agent, principal paying agent, calculation agent, registrar and transfer agent (the "FISCAL AGENT"), and The Bank of New York Mellon, as a paying agent. Section 1. GENERAL. Pursuant to a Placement Agent Agreement dated as of August 17, 2011 (the "PLACEMENT AGENT AGREEMENT") between the Company and Barclays Bank PLC, the Company has authorized Barclays Bank PLC to act as exclusive placement agent for the Company in connection with the proposed offering, issue and sale privately of up to U.S.$200,000,000 aggregate principal amount of the Company's Floating Rate Notes due 2012 (including, where the context so permits, any beneficial interest therein, the "NOTES"). All Notes shall contain the Terms and Conditions
PROVINCE OF ONTARIO US$2,000,000,000 FISCAL AGENCY AGREEMENT Dated as of September 17, 2024Fiscal Agency Agreement • September 17th, 2024 • Ontario Province Of • Foreign governments • Ontario
FISCAL AGENCY AGREEMENT dated as of September 17, 2024, between the Province of Ontario (the “Province”) and The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, as fiscal agent, transfer agent, registrar, DTC Custodian (as defined below) and principal paying agent.
REGISTERED GLOBAL SECURITY CUSIP No. 698299 BV5 ISIN No. US698299BV52 Common Code: 260468006Fiscal Agency Agreement • October 4th, 2023 • Panama Republic Of • Foreign governments
THIS SECURITY IS A DEFINITIVE REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE FISCAL AGENCY AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FISCAL AGENCY AGREEMENT.
QUÉBEC DUE September 5, 2034 FISCAL AGENCY AGREEMENTFiscal Agency Agreement • September 5th, 2024 • Quebec • Foreign governments
AND: THE BANK OF NEW YORK MELLON, a New York banking corporation, as fiscal agent, registrar, principal paying agent and transfer agent
PROVINCE OF MANITOBA FISCAL AGENCY AGREEMENTFiscal Agency Agreement • May 31st, 2024 • Province of Manitoba • American depositary receipts • New York
FISCAL AGENCY AGREEMENT (this “Agreement”), dated as of May 31, 2024, between Province of Manitoba (the “Province” or the “Issuer”) and HSBC Bank USA, National Association (the “Fiscal Agent”), a national banking association organized under the laws of the United States of America, as registrar, fiscal agent, transfer agent and principal paying agent.
PROVINCE OF BRITISH COLUMBIA U.S.$2,000,000,000 4.750% BONDS, SERIES BCUSG-16, DUE June 12, 2034 FISCAL AGENCY AGREEMENT Dated as of June 12, 2024 PROVINCE OF BRITISH COLUMBIAFiscal Agency Agreement • June 12th, 2024 • Province of British Columbia • Foreign governments • British Columbia
Listing: Admission to the Luxembourg Stock Exchange’s official list and to trading on the Luxembourg Stock Exchange’s Euro MTF Market may be completed following settlement on a reasonable efforts basis.
FISCAL AGENCY AGREEMENT Between EUROPEAN INVESTMENT BANK andFiscal Agency Agreement • December 21st, 2023 • European Investment Bank • Foreign governments • New York
FISCAL AGENCY AGREEMENT dated as of December 21, 2023 between the EUROPEAN INVESTMENT BANK (the “Issuer”), and CITIBANK, N.A., LONDON BRANCH, a national banking corporation duly organized and existing under the laws of the State of New York (“Citibank”), as Fiscal Agent.
FISCAL AGENCY AGREEMENT Among THE STATE TREASURY OF THE REPUBLIC OF POLAND REPRESENTED BY THE MINISTER OF FINANCE and CITIBANK, N.A., LONDON BRANCH, Fiscal Agent and BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME, Luxembourg Listing and Paying...Fiscal Agency Agreement • March 18th, 2024 • Poland Republic Of • New York
FISCAL AGENCY AGREEMENT, dated as of March 18, 2024, by and among the State Treasury of the Republic of Poland, represented by the Minister of Finance (the “State Treasury”), Citibank, N.A., London Branch, a banking corporation organized and existing under the laws of The State of New York, as Fiscal Agent (defined herein), and Banque Internationale à Luxembourg, société anonyme, as Luxembourg Agent (defined herein).
QUÉBEC DUE February 13, 2023Fiscal Agency Agreement • February 14th, 2013 • Quebec • Foreign governments
AND: DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as fiscal agent, registrar, principal paying agent and transfer agent
of the AMENDED AND RESTATED FISCAL AGENCY AGREEMENT dated 30 March 2012Fiscal Agency Agreement • July 16th, 2022
The following provisions regarding resolutions of Holders constitute part of the Terms and Conditions of the Notes and are incorporated therein by reference.
ContractFiscal Agency Agreement • April 28th, 2021 • Republic of the Philippines • Foreign governments • New York
THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE FISCAL AGENCY AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK MELLON, LONDON BRANCH, (THE “COMMON DEPOSITARY”), AS COMMON DEPOSITARY FOR EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM”), OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FISCAL AGENCY AGREEMENT.
EXECUTION VERSION TELEFÓNICA EUROPE B.V. EUR 1,100,000,000 UNDATED 8.1 YEAR NON-CALLDEEPLY SUBORDINATED GUARANTEED FIXED RATE RESET SECURITIES UNCONDITIONALLY AND IRREVOCABLY GUARANTEED ON A SUBORDINATED BASIS BY TELEFÓNICA, S.A. FISCAL AGENCY AGREEMENTFiscal Agency Agreement • March 26th, 2024 • New York
FISCAL AGENCY AGREEMENT BetweenFiscal Agency Agreement • February 26th, 2024 • Midamerican Energy Co • Electric services • New York
FISCAL AGENCY AGREEMENT (this “Agreement”), dated as of January 31, 2024, between NORTHERN NATURAL GAS COMPANY, a corporation duly organized under the laws of the State of Delaware (the “Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Fiscal Agent (as defined in Section 2 hereof).
CANADA [_]% UNITED STATES DOLLAR BONDS DUE [_] FORM OF FISCAL AGENCY AGREEMENT Dated as of [_]Fiscal Agency Agreement • December 22nd, 2021 • Canada • Foreign governments • Ontario
FISCAL AGENCY AGREEMENT dated as of [_] (“Agreement”), between Her Majesty in right of Canada, as represented by the Minister of Finance, (“Canada”) and [_], as fiscal agent, transfer agent, registrar and principal paying agent.
FISCAL AGENCY AGREEMENT Between JAMAICA and DEUTSCHE BANK TRUST COMPANY AMERICAS, As Fiscal Agent, principal paying agent and registrar and DEUTSCHE BANK LUXEMBOURG S.A., As paying agent and transfer agent Dated as of June 20, 2002 DEBT SECURITIESFiscal Agency Agreement • August 10th, 2016 • Jamaica Government Of • Foreign governments • New York
FISCAL AGENCY AGREEMENT (this “Agreement”), dated as of June 20, 2002, in New York, New York, in the United States of America, between The Government of Jamaica (“Jamaica”) and Deutsche Bank Trust Company Americas, as fiscal agent, principal paying agent and registrar and Deutsche Bank Luxembourg S.A., as paying agent and a transfer agent.
FISCAL AGENCY AGREEMENTFiscal Agency Agreement • July 4th, 2024 • London
We are addressing this letter to you in your capacity as Fiscal Agent under the Fiscal Agency Agreement dated May 30, 2002, between Québec and yourselves, as may be amended or supplemented from time to time (the “Fiscal Agency Agreement”). Pursuant to...Fiscal Agency Agreement • September 11th, 2017 • Quebec • Foreign governments
QUÉBEC, for value received, hereby promises to pay to Cede & Co., as nominee of The Depository Trust Company (“DTC” or the “Depositary”) or registered assigns, or in accordance with the instructions of the Depositary as provided on the reverse hereof, the Principal Amount specified above (any currency other than U.S. dollars being hereinafter referred to as a “Foreign Currency”) at the Stated Maturity specified above and to pay interest thereon at a rate per annum equal to the Interest Rate specified above until the principal hereof is paid or duly made available for payment, in each case together with such further sum, if any, as may be payable by way of Additional Amounts in accordance with the provisions set forth herein. References herein to principal and interest in respect of this Global Note shall be deemed also to refer to any Additional Amounts which may be payable concurrently therewith, unless the context otherwise requires. Interest on this Global Note will accrue from, and
FISCAL AGENCY AGREEMENT Between FMS WERTMANAGEMENT and THE BANK OF NEW YORK MELLON, Fiscal Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., Listing Agent Dated as of November 14, 2012 Debt SecuritiesFiscal Agency Agreement • December 20th, 2016 • FMS Wertmanagement • Foreign governments • New York
FISCAL AGENCY AGREEMENT, dated as of November 14, 2012 between FMS WERTMANAGEMENT (“FMS-WM”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as fiscal agent (the “Fiscal Agent”), principal paying agent (the “Paying Agent”), transfer agent (the “Transfer Agent”) and registrar (the “Registrar”) and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg listing agent (the “Listing Agent”) and Luxembourg local agent (the “Luxembourg Local Agent”).
EXECUTION VERSION FISCAL AGENCY AGREEMENT DATED 20 JUNE 2024 Between AKBANK T.A.Ş. and CITIBANK, N.A., LONDON BRANCH CITIBANK EUROPE PLC relating to the issue of U.S.$500,000,000 7.498 per cent. Sustainability Notes due 2030Fiscal Agency Agreement • June 18th, 2024
SUPPLEMENT NO. 3 TO FISCAL AGENCY AGREEMENTFiscal Agency Agreement • February 28th, 2019 • New York
SUPPLEMENT NO. 3, dated as of February 1, 2018 (this “Supplement”), to the fiscal agency agreement, dated as of October 4, 1999, as amended by Supplement No. 1, dated as of February 26, 2004 and Supplement No. 2, dated as of January 11, 2006, (the “Fiscal Agency Agreement”), between the Republic of the Philippines, as issuer (the “Issuer”) and The Bank of New York Mellon (as successor in interest to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), a New York banking corporation, as fiscal agent (the “Fiscal Agent”, which term includes any successor fiscal agent under the Fiscal Agency Agreement). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.
REGISTERED GLOBAL SECURITY CUSIP No. 698299 BB9 ISIN No. US698299BB98 Common Code: 092395154Fiscal Agency Agreement • November 26th, 2019 • Panama Republic Of • Foreign governments
THIS SECURITY IS A DEFINITIVE REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE FISCAL AGENCY AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FISCAL AGENCY AGREEMENT.
QUÉBECFiscal Agency Agreement • February 13th, 2020 • Quebec • Foreign governments
AND: BNY Trust Company of Canada, a trust company existing under the federal laws of Canada, as fiscal agent, registrar, principal paying agent and transfer agent
EX-2.5 2 d463311dex25.htm EX-2.5 EXECUTION VERSION Dated March 20, 2013 21VIANET GROUP, INC. as Issuer and CITICORP INTERNATIONAL LIMITED as Fiscal Agent, Transfer Agent, CMU Lodging and Paying Agent and Registrar FISCAL AGENCY AGREEMENT relating to...Fiscal Agency Agreement • May 5th, 2020 • New York
PROVINCE OF SASKATCHEWAN US$[●] [●]% BONDS, SERIES [●], DUE [●], 20[●] FISCAL AGENCY AGREEMENT Dated as of [●]Fiscal Agency Agreement • January 13th, 2022 • Saskatchewan Province Of • Foreign governments • Saskatchewan
FISCAL AGENCY AGREEMENT dated as of [●], 2022, between the Province of Saskatchewan (the “Province”) and [●], a corporation organized and existing under the laws of the State of New York, as fiscal agent, transfer agent, registrar, DTC Custodian (as defined below) and principal paying agent (the “Registrar”).
FISCAL AGENCY AGREEMENTFiscal Agency Agreement • June 2nd, 2004 • Export Development Canada/Cn • Foreign governments • Ontario
FISCAL AGENCY AGREEMENT dated as of June 2, 2004, between Export Development Canada (“EDC”), a federal Crown corporation and an agent of Her Majesty in right of Canada and Canadian Imperial Bank of Commerce (“CIBC”), authorized to do business in Canada, as fiscal agent, transfer agent, registrar and principal paying agent.
Exhibit 4.1 PROVINCE OF NEW BRUNSWICK US$500,000,000 5.20% BONDS DUE FEBRUARY 21, 2017 FISCAL AGENCY AGREEMENT Dated as of February 21, 2007 PROVINCE OF NEW BRUNSWICK FISCAL AGENCY AGREEMENT dated as of February 21, 2007, between the Province of New...Fiscal Agency Agreement • February 21st, 2007 • Province of New Brunswick • Foreign governments • New Brunswick
EXECUTION VERSION RED ELÉCTRICA FINANCIACIONES, SOCIEDAD ANÓNIMA UNIPERSONAL EUR 5,000,000,000EURO MEDIUM TERM NOTE PROGRAMME GUARANTEED BYRED ELÉCTRICA CORPORACIÓN, SOCIEDAD ANÓNIMA(incorporated with limited liability under the laws of the Kingdom of...Fiscal Agency Agreement • June 13th, 2022
securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation").
FISCAL AGENCY AGREEMENTFiscal Agency Agreement • January 12th, 2016
THIS AGREEMENT, made as of the 9th day of February, 2016, between Wright County, Minnesota (the “County”), and Associated Trust Company, National Association, Green Bay, Wisconsin (the “Fiscal Agent”).
WARRANT AND CERTIFICATE PROGRAMMEFiscal Agency Agreement • December 14th, 2023
as competent authority for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation")) as a base prospectus issued in compliance with the Prospectus Regulation for the purpose of giving information with regard to the issue of Instruments under the Programme.
Hydro-Québec US$[ ] [ ]% [ ]Series [ ] due [ ] Guaranteed irrevocably and unconditionally by Québec FORM OF FISCAL AGENCY AGREEMENTFiscal Agency Agreement • December 22nd, 2011 • Hydro Quebec • Electric, gas & sanitary services
WHEREAS pursuant to a terms agreement (the “Terms Agreement”), dated as of [ ], between Hydro-Québec, the Guarantor and [ ], as Representative[s] of the several Underwriters named therein, which incorporates by reference all of the provisions of the Underwriting Agreement Standard Provisions for Hydro-Québec’s Debt Securities Guaranteed Irrevocably and Unconditionally as to Principal, Premium and Interest by Québec, dated [ ], as amended or supplemented from time to time, Hydro-Québec has agreed to create, issue and sell $[ ] in lawful money of the United States of America (“U.S. dollars” or “US$” or “$”) aggregate principal amount of [ ]% [ ]Series [ ] due [ ] (herein collectively called the “Notes”, or individually, a “Note”), guaranteed irrevocably and unconditionally by the Guarantor as to payments of principal and interest and Additional Amounts, if any (the “Guarantee”);
CELLNEX FINANCE COMPANY, S.A.U. CELLNEX TELECOM, S.A.Fiscal Agency Agreement • August 8th, 2024
FISCAL AGENCY AGREEMENT AMONG JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES JAPAN AND [NAME OF FISCAL AGENT] Fiscal Agent Dated as of , ___ [Title of Securities]Fiscal Agency Agreement • October 27th, 2009 • Japan Finance Organization for Municipalities • Foreign governments • New York
This FISCAL AGENCY AGREEMENT (this “Agreement”), is made as of , , in New York, New York, United States of America, among JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES (“Issuer”), JAPAN and [NAME OF FISCAL AGENT], a corporation organized and existing under the laws of , as Fiscal Agent.
EXECUTION VERSION Dated 3 August 2021 CELLNEX FINANCE COMPANY, S.A.U. CELLNEX TELECOM, S.A.andTHE BANK OF NEW YORK MELLON, LONDON BRANCHTHE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH AMENDED AND RESTATED FISCAL AGENCY AGREEMENT relating...Fiscal Agency Agreement • August 2nd, 2021
