Amended And Restated Agency Agreement Sample Contracts

Tele2 Ab – Amended and Restated Agency Agreement (August 20th, 2018)
Tele2 Ab – Amended and Restated Agency Agreement (July 9th, 2018)
ESSA Pharma Inc. – Second Amended and Restated Agency Agreement (January 22nd, 2018)
RBC Covered Bond Guarantor Limited Partnership – ROYAL BANK OF CANADA Global Covered Bond Programme AMENDED AND RESTATED AGENCY AGREEMENT Amended and Restated as of September 8, 2017 Norton Rose Fulbright Canada LLP Toronto/London McCarthy Tetrault LLP London/Toronto (September 25th, 2017)

THE THIRD SCHEDULE - The Specified Offices of the Paying Agents, the Registrars, the Transfer Agents, the Exchange Agent and the Calculation Agent

Toyota Motor Credit Corp – Amended and Restated Agency Agreement (September 14th, 2017)

1. Definitions And Interpretations 2 2. Appointment of agent and Paying Agents 10 3. Issue of Temporary Global Notes 12 4. Issue of Permanent Global Notes 13 5. Issue of Definitive bearer Notes 14 6. Exchanges 15 7. Terms of Issue 16 8. Payments 18 9. Determinations and Notifications in Respect of Notes 20 10. Notice of Any Withholding or Deduction 22 11. Duties of the Agent in Connection with Early Redemption 22 12. Publication of Notices 22 13. Cancellation, Resale and Reissuance of Notes, Coupons and Talons 23 14. Issue of Replacement Notes, Coupons and Talons 24 15. Copies of this Agreement and Each Final Terms Available for Inspection 26 16. Commissions and Expenses 26 17. Indemnity 26 18. Repayment by the Agent 27 19. Conditions of Appointment

Toyota Motor Credit Corp – Amended and Restated Agency Agreement (September 12th, 2016)

Clause Page 1. Definitions And Interpretations 2 2. Appointment of agent and Paying Agents 10 3. Issue of Temporary Global Notes 12 4. Issue of Permanent Global Notes 13 5. Issue of Definitive bearer Notes 14 6. Exchanges 15 7. Terms of Issue 16 8. Payments 17 9. Determinations and Notifications in Respect of Notes 20 10. Notice of Any Withholding or Deduction 22 11. Duties of the Agent in Connection with Early Redemption 22 12. Publication of Notices 22 13. Cancellation, Resale and Reissuance of Notes, Coupons and Talons 23 14. Issue of Replacement Notes, Coupons and Talons 24 15. Copies of this Agreement and Each Final Terms Available for Inspection 26 16. Commissions and Expenses 26 17. Indemnity 26 18. Repayment by the Agent 27 19. Conditi

Royal Bank Of Canada – ROYAL BANK OF CANADA Global Covered Bond Programme AMENDED AND RESTATED AGENCY AGREEMENT Amended and Restated as of July 29, 2016 Norton Rose Fulbright Canada LLP Toronto/London McCarthy Tetrault LLP London/Toronto (August 22nd, 2016)

THE THIRD SCHEDULE - The Specified Offices of the Paying Agents, the Registrars, the Transfer Agents, the Exchange Agent and the Calculation Agent

Toyota Motor Credit Corp – Amended and Restated Agency Agreement (September 15th, 2015)

1 Definitions And Interpretations 2 2 Appointment of agent and Paying Agents 10 3 Issue of Temporary Global Notes 12 4 Issue of Permanent Global Notes 13 5 Issue of Definitive bearer Notes 14 6 Exchanges 15 7 Terms of Issue 16 8 Payments 18 9 Determinations and Notifications in Respect of Notes 20 10 Notice of Any Withholding or Deduction 22 11 Duties of the Agent in Connection with Early Redemption 22 12 Publication of Notices 22 13 Cancellation, Resale and Reissuance of Notes, Coupons and Talons 23 14 Issue of Replacement Notes, Coupons and Talons 24 15 Copies of this Agreement and Each Final Terms Available for Inspection 26 16 Commissions and Expenses 26 17 Indemnity 26 18 Repayment by the Agent 27 19 Conditions of Appointment 27 20 Co

Royal Bank Of Canada – Amended and Restated Agency Agreement (September 8th, 2015)
AMENDED AND RESTATED AGENCY AGREEMENT DATED 9 MAY 2014 Luxottica Group S.p.A. (Incorporated With Limited Liability in the Republic of Italy) EURO MEDIUM TERM NOTE PROGRAMME Unconditionally and Irrevocably Guaranteed by Luxottica U.S. Holdings Corp. (A Corporation Under the Laws of the State of Delaware) and Luxottica S.r.l. (Incorporated With Limited Liability in the Republic of Italy) (April 24th, 2015)
Toyota Motor Credit Corp – AMENDED AND RESTATED AGENCY AGREEMENT TOYOTA MOTOR FINANCE (NETHERLANDS) B.V. TOYOTA CREDIT CANADA INC. TOYOTA FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181) TOYOTA MOTOR CREDIT CORPORATION as Issuers and THE BANK OF NEW YORK MELLON as Agent in Respect of a EURO MEDIUM TERM NOTE PROGRAMME Dated 12 September 2014 (September 16th, 2014)

The term "Non-U.S. Holder" means any Holder that is not for U.S. federal income tax purposes (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity organised in or under the laws of the United States or its political subdivisions, (iii) a trust subject to the control of a U.S. person and the primary supervision of a U.S. court, or (iv) an estate the income of which is subject to U.S. federal income taxation regardless of its source.

Royal Bank Of Canada – ROYAL BANK OF CANADA Global Covered Bond Programme AMENDED AND RESTATED AGENCY AGREEMENT (August 29th, 2014)
Scotiabank Covered Bond Guarantor Limited Partnership – AMENDED AND RESTATED AGENCY AGREEMENT U.S.$15,000,000,000 GLOBAL REGISTERED COVERED BOND PROGRAM of THE BANK OF NOVA SCOTIA, as Issuer - And - Unconditionally and Irrevocably Guaranteed as to Payments of Interest and Principal by SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP, as Guarantor - And - THE BANK OF NOVA SCOTIA, LONDON BRANCH, as Principal Paying Agent, a Registrar and a Transfer Agent -And- THE BANK OF NOVA SCOTIA, NEW YORK AGENCY as a Paying Agent, a Registrar, a Transfer Agent and the Exchange Agent - And - COMPUTERSHARE TRUST COMPANY OF CANADA, as Bond Trustee DATED AS OF (March 31st, 2014)
Toyota Motor Credit Corp – AMENDED AND RESTATED AGENCY AGREEMENT TOYOTA MOTOR FINANCE (NETHERLANDS) B.V. TOYOTA CREDIT CANADA INC. TOYOTA FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181) TOYOTA MOTOR CREDIT CORPORATION as Issuers and THE BANK OF NEW YORK MELLON as Agent in Respect of a EURO MEDIUM TERM NOTE PROGRAMME Dated 13 September 2013 (September 17th, 2013)

The term "Non-U.S. Holder" means any Holder that is not for U.S. federal income tax purposes (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity organised in or under the laws of the United States or its political subdivisions, (iii) a trust subject to the control of a U.S. person and the primary supervision of a U.S. court, or (iv) an estate the income of which is subject to U.S. federal income taxation regardless of its source.

Royal Bank Of Canada – ROYAL BANK OF CANADA Global Covered Bond Programme SUPPLEMENTAL AGENCY AGREEMENT 7 August 2013 (Supplemental to the Amended and Restated Agency Agreement Dated as of July 25, 2013) (August 21st, 2013)
American Honda Finance Corp – AMENDED AND RESTATED AGENCY AGREEMENT Relating to AMERICAN HONDA FINANCE CORPORATION U.S.$11,000,000,000 Euro Medium Term Note Programme Among AMERICAN HONDA FINANCE CORPORATION as Issuer and THE BANK OF NEW YORK MELLON as Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. As Paying Agent and Registrar Dated as of August 8, 2013 Alston + Bird LLP 90 Park Avenue New York, NY 10016 (August 19th, 2013)
Royal Bank Of Canada – Contract (August 9th, 2013)
Royal Bank Of Canada – ROYAL BANK OF CANADA Global Covered Bond Programme AMENDED AND RESTATED AGENCY AGREEMENT (July 10th, 2013)
American Honda Finance Corp – AMENDED AND RESTATED AGENCY AGREEMENT Relating to AMERICAN HONDA FINANCE CORPORATION and HONDA CANADA FINANCE INC. Euro Medium Term Note Programme Among AMERICAN HONDA FINANCE CORPORATION and HONDA CANADA FINANCE INC. As Issuers and THE BANK OF NEW YORK MELLON as Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. As Paying Agent and Registrar Dated as of August 27, 2012 Alston + Bird LLP (June 28th, 2013)

WHEREAS, the Issuers, The Bank of New York Mellon acting through its London Branch and The Bank of New York Mellon (Luxembourg) S.A. are party to an Amended and Restated Agency Agreement dated as of August 26, 2011 (the Original Agreement); and

Toyota Motor Credit Corp – AMENDED AND RESTATED AGENCY AGREEMENT TOYOTA MOTOR FINANCE (NETHERLANDS) B.V. TOYOTA CREDIT CANADA INC. TOYOTA FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181) TOYOTA MOTOR CREDIT CORPORATION as Issuers and THE BANK OF NEW YORK MELLON as Agent in Respect of a EURO MEDIUM TERM NOTE PROGRAMME Dated 14 September 2012 (September 19th, 2012)

The term "Non-U.S. Holder" means any Holder that is not for U.S. federal income tax purposes (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity organised in or under the laws of the United States or its political subdivisions, (iii) a trust subject to the control of a U.S. person and the primary supervision of a U.S. court, or (iv) an estate the income of which is subject to U.S. federal income taxation regardless of its source.

Toyota Motor Credit Corp – AMENDED AND RESTATED AGENCY AGREEMENT TOYOTA MOTOR FINANCE (NETHERLANDS) B.V. TOYOTA CREDIT CANADA INC. TOYOTA FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181) TOYOTA MOTOR CREDIT CORPORATION as Issuers and THE BANK OF NEW YORK MELLON as Agent in Respect of a EURO MEDIUM TERM NOTE PROGRAMME Dated 16 September 2011 (September 21st, 2011)

The term "Non-U.S. Holder" means any Holder that is not for U.S. federal income tax purposes (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity organised in or under the laws of the United States or its political subdivisions, (iii) a

SUPPLEMENTAL AGREEMENT TO THE AMENDED AND RESTATED AGENCY AGREEMENT Relating to BANK OF AMERICA CORPORATION U.S. $65,000,000,000 Euro Medium-Term Note Program Among BANK OF AMERICA CORPORATION as Issuer and BANK OF AMERICA, N.A. As Principal Agent and MERRILL LYNCH INTERNATIONAL BANK LIMITED as Transfer Agent and Registrar DATED AS OF JULY 22, 2011 (August 4th, 2011)

WHEREAS, the Issuer and the Agents originally entered into an Amended and Restated Agency Agreement dated July 22, 2010 (the Original Agreement), in connection with the issuance and offering of the Notes;

Toyota Motor Credit Corp – AMENDMENT NO. 1 TO THE SIXTH AMENDED AND RESTATED AGENCY AGREEMENT in Respect of TOYOTA MOTOR CREDIT CORPORATION'S EURO MEDIUM-TERM NOTE PROGRAM (March 9th, 2011)

"TMC subsidiary" means any of TMC's subsidiaries consolidated in accordance with generally accepted accounting principles in the United States."

Vista Gold Corporation – Amended and Restated Agency Agreement (November 9th, 2010)

This Agreement may be terminated in the discretion of the Agents by written notice to the Corporation given prior to the Closing Time in the event that:

Oilsands Quest Inc – Amended and Restated Agency Agreement (November 3rd, 2010)

the Corporation has full corporate power and authority to issue the Prospectus Shares and Flow-Through Common Shares and renounce to the Subscribers Qualifying Expenditures in an amount equal to the Commitment Amount and, at the Closing Time, the Prospectus Shares and Flow-Through Common Shares will be duly and validly created and issued and will be outstanding as fully paid and non-assessable Common Shares in the share capital of the Corporation;

Toyota Motor Credit Corp – AMENDED AND RESTATED AGENCY AGREEMENT TOYOTA MOTOR FINANCE (NETHERLANDS) B.V. TOYOTA CREDIT CANADA INC. TOYOTA FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181) TOYOTA MOTOR CREDIT CORPORATION as Issuers and THE BANK OF NEW YORK MELLON as Agent in Respect of a EURO MEDIUM TERM NOTE PROGRAMME Dated 17 September 2010 (September 23rd, 2010)

The term "Non-U.S. Holder" means any Holder that is not for U.S. federal income tax purposes (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity organised in or under the laws of the United States or its political subdivisions, (iii) a trust subject to the control of a U.S. person and the primary supervision of a U.S. court, or (iv) an estate the income of which is subject to U.S. federal income taxation regardless of its source.

Emerging Cta Portfolio Lp – SECOND AMENDED AND RESTATED AGENCY AGREEMENT EMERGING CTA PORTFOLIO L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST July 29, 2010 (August 4th, 2010)
Managed Futures Premier Aventis II L.P. – SECOND AMENDED AND RESTATED AGENCY AGREEMENT BRISTOL ENERGY FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST July 29, 2010 (August 3rd, 2010)
Tactical Diversified Futures Fund L.P. – AMENDED AND RESTATED AGENCY AGREEMENT TACTICAL DIVERSIFIED FUTURES FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST July 29, 2010 (August 3rd, 2010)
Potomac Futures Fund Lp – SECOND AMENDED AND RESTATED AGENCY AGREEMENT POTOMAC FUTURES FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST July 29, 2010 (August 3rd, 2010)
AMENDED AND RESTATED AGENCY AGREEMENT Relating to BANK OF AMERICA CORPORATION U.S. $65,000,000,000 Euro Medium-Term Note Program Among BANK OF AMERICA CORPORATION and BANK OF AMERICA, N.A., LONDON BRANCH as Principal Agent and MERRILL LYNCH INTERNATIONAL BANK LIMITED as Transfer Agent and Registrar DATED AS OF JULY 22, 2010 (July 27th, 2010)

WHEREAS, the Issuer and the Principal Agent, wish to make provisions for Bank of America, N.A., London Branch to act as Principal Agent with respect to any Notes to be issued by the Issuer under this Agreement, all in accordance with the terms of this Agreement, on and after the date hereof;

Aaa Capital Energy Fund L.P. II – AMENDED AND RESTATED AGENCY AGREEMENT AAA CAPITAL ENERGY FUND L.P. II (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST November 11, 2009 (November 16th, 2009)

AAA Capital Energy Fund L.P. II (formerly known as Citigroup AAA Energy Fund L.P. II) (the Partnership) is organized as a limited partnership under the New York Revised Uniform Limited Partnership Act, as amended and in effect on the date hereof (the Partnership Act) for the purpose of speculative trading, either directly or indirectly, in commodity interests including, but not limited to futures contracts, swaps, options, spot, and forward contracts. Citigroup Global Markets Inc.s predecessor entity, Salomon Smith Barney Inc., the Partnership and Ceres Managed Futures LLC (formerly known as Citigroup Managed Futures LLC), a Delaware limited liability company (the General Partner), have been party to an agency agreement dated May 31, 2002 (as amended, the Initial Agency Agreement). This Amended and Restated Agency Agreement (the Agreement) supersedes the Initial Agency Agreement in all respects.

Orion Futures Fund Lp – SECOND AMENDED AND RESTATED AGENCY AGREEMENT ORION FUTURES FUND L.P. (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST November 11, 2009 (November 16th, 2009)

Orion Futures Fund L.P. (formerly known as Citigroup Orion Futures Fund L.P.) (the Partnership) is organized as a limited partnership under the New York Revised Uniform Limited Partnership Act, as amended (the Partnership Act), for the purpose of speculative trading, either directly or indirectly, in commodity interests including, but not limited to, futures contracts, swaps, options, spot, and forward contracts. Citigroup Global Markets Inc.s predecessor entity, Salomon Smith Barney Inc., the Partnership and Ceres Managed Futures LLC (formerly known as Citigroup Managed Futures LLC), a Delaware limited liability company (the General Partner), have been parties to an amended and restated agency agreement dated April 1, 2001 (the Prior Agreement). This Second Amended and Restated Agency Agreement (the Agreement) supersedes the Prior Agreement in all respects.

Second Amended and Restated Agency Agreement (September 25th, 2009)

AGREEMENT made as of October 1, 2004 (this Agreement) by and between DIAMOND COMIC DISTRIBUTORS, INC. (Diamond), a Maryland corporation having an address at 1966 Greenspring Drive, Timonium, Maryland 21093, and MARVEL ENTERPRISES, INC. (Publisher), a corporation organized under the laws of the state of Delaware and having an address at 10 East 40th Street, New York, New York 10016.

Amendment to Second Amended and Restated Agency Agreement (September 25th, 2009)

Marvel Entertainment, Inc. (formerly known as Marvel Enterprises, Inc.) (Publisher) and Diamond Comic Distributors, Inc. (Diamond) are parties to a Second Amended and Restated Agency Agreement dated as of October 1, 2004, as amended by a letter agreement dated April 25, 2006 (the Agreement). Publisher and Diamond now wish to amend the terms of the Agreement as set forth below. Capitalized terms not otherwise defined in this amendment shall have the same meanings here as in the Agreement.