PAYING AGENCY AGREEMENT between MB FINANCIAL BANK, NATIONAL ASSOCIATION, as Issuer, and as Paying Agent, Calculation Agent, DTC Custodian and Note Registrar November 16, 2017Paying Agency Agreement • November 16th, 2017 • Mb Financial Inc /Md • National commercial banks • New York
THIS PAYING AGENCY AGREEMENT, made and dated as of November 16, 2017 (this “Agreement”), between MB Financial Bank, National Association, as Issuer (the “Issuer”) and U.S. Bank National Association, as the Paying Agent, Calculation Agent, DTC Custodian and Note Registrar (hereinafter sometimes called, in each such capacity, the “Agent”).
MB FINANCIAL BANK, NATIONAL ASSOCIATIONPurchase Agreement • November 16th, 2017 • Mb Financial Inc /Md • National commercial banks • New York
MB Financial Bank, National Association (the “Company”), confirms its agreement with Sandler O’Neill & Partners, L.P. (the “Representative”), on behalf of the initial purchasers listed on Schedule A (together, the “Initial Purchasers”) to this agreement (this “Agreement”), subject to the terms and conditions stated herein, with respect to the issuance and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of $175,000,000 in aggregate principal amount of the Company’s 4.00% Fixed-to-Floating Rate Subordinated Notes due 2027 (the “Securities”). If there is only one person, firm or corporation named in Schedule A hereto, the term “Initial Purchasers” as used herein shall mean that person, firm or corporation. All obligations of the Initial Purchasers hereunder are several and not joint. Unless otherwise stated, any action under or in respect of this Agreement taken by the Representative will be binding upon all the Initial Purchasers. The Sec
ContractPaying Agency Agreement • November 16th, 2017 • Mb Financial Inc /Md • National commercial banks
THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION. NOR IS THIS OBLIGATION GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS, IS UNSECURED, AND IS INELIGIBLE AS COLLATERAL FOR A LOAN BY MB FINANCIAL BANK, NATIONAL ASSOCIATION.
