AMENDED AND RESTATED COMMERCIAL PAPER DEALER AGREEMENT [4(2) Commercial Paper Program]Commercial Paper Dealer Agreement • May 8th, 2006 • Alliancebernstein Holding L.P. • Investment advice • New York
This Amended and Restated Commercial Paper Dealer Agreement, dated as of May 3, 2006, confirms the agreement among Banc of America Securities LLC (“BancAmerica”), Merrill Lynch Money Markets Inc. (“Merrill”) and AllianceBernstein L.P., formerly known as Alliance Capital Management L.P. (the “Partnership”), whereby each of BancAmerica and Merrill, severally and not jointly, will act as a dealer with respect to the promissory notes to be issued by the Partnership, which will be issued either in physical bearer form or book-entry form, and amends and restates the Commercial Paper Dealer Agreement, dated as of December 14, 1999 (the “1999 Dealer Agreement”) among Goldman, Sachs & Co. (“Goldman”), BancAmerica and the Partnership. Each of BancAmerica and Merrill is also sometimes referred to herein as a “Dealer” and collectively as the “Dealers.” Notes in book-entry form will be represented by master notes registered in the name of a nominee of The Depository Trust Company (“DTC”) and record
AMENDED AND RESTATED ISSUING AND PAYING AGENCY AGREEMENT [4(2) Commercial Paper Program]Issuing and Paying Agency Agreement • May 8th, 2006 • Alliancebernstein Holding L.P. • Investment advice • New York
This letter (herein after referred to as the “Agreement”) sets forth the understanding between you and AllianceBernstein L.P., formerly known as Alliance Capital Management L.P. (the “Partnership”), whereby you have agreed to act as depositary for the safekeeping of certain notes of the Partnership which may be offered and sold in transactions exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, in the United States commercial paper market (the “Commercial Paper Notes”), as issuing agent on behalf of the Partnership in connection with the issuance of the Commercial Paper Notes and as paying agent to undertake certain obligations to make payments in respect of the Commercial Paper Notes, and amends and restates the Issuing and Paying Agency Agreement, dated as of March 12, 2001, between Bankers Trust Company and the Partnership. You have executed or will promptly hereafter execute a Letter of Representations (the “Letter of Representations”, which term
