Issuing And Paying Agency Agreement Sample Contracts

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Commercial Paper Dealer Agreement Among: Waste Management, Inc., as Issuer, Waste Management Holdings, Inc., as Guarantor and [Dealer], as Dealer Concerning Notes to Be Issued Pursuant to an Issuing and Paying Agency Agreement Dated as of [Date] Between the Issuer and Bank of America, National Association, as Issuing and Paying Agent Dated as of [Date] (February 16th, 2017)

This agreement (the Agreement) sets forth the understandings among the Issuer, the Guarantor and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the Notes) through the Dealer.

Second Amendment to Issuing and Paying Agency Agreement (February 7th, 2017)
Commercial Paper Dealer Agreement 4(a)(2) Program Between: Cardinal Health, Inc., as Issuer and Wells Fargo Securities, LLC, as Dealer Concerning Notes to Be Issued Pursuant to an Issuing and Paying Agency Agreement Dated as of August 9, 2006, as Amended February 28, 2007 and November 22, 2016 Between the Issuer and the Bank of New York, as Issuing and Paying Agent Dated as of November 22, 2016 (February 7th, 2017)

This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer.

Commercial Paper Dealer Agreement 4(a)(2) Program Between: Cardinal Health, Inc., as Issuer and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer Concerning Notes to Be Issued Pursuant to an Issuing and Paying Agency Agreement Dated as of August 9, 2006, as Amended February 28, 2007 and November 22, 2016 Between the Issuer and the Bank of New York, as Issuing and Paying Agent Dated as of November 22, 2016 (February 7th, 2017)

This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer.

Commercial Paper Dealer Agreement 4(a)(2) Program Between: Cardinal Health, Inc., as Issuer and Concerning Notes to Be Issued Pursuant to an Issuing and Paying Agency Agreement Dated as of August 9, 2006, as Amended February 28, 2007 and November 22, 2016 Between the Issuer and the Bank of New York, as Issuing and Paying Agent Dated as of November 22, 2016 (February 7th, 2017)

This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer.

Commercial Paper Dealer Agreement 4 (A)(2) Program Between: Cardinal Health, Inc., as Issuer and Goldman Sachs & Co., as Dealer Concerning Notes to Be Issued Pursuant to an Issuing and Paying Agency Agreement Dated as of August 9, 2006, as Amended February 28, 2007 and November 22, 2016 Between the Issuer and the Bank of New York, as Issuing and Paying Agent Dated as of November 22, 2016 (February 7th, 2017)

This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer.

Sterling Bancorp – ISSUING AND PAYING AGENCY AGREEMENT Between STERLING NATIONAL BANK, as Issuer, and September 2, 2016 (September 2nd, 2016)

THIS ISSUING AND PAYING AGENCY AGREEMENT, made and dated as of September 2, 2016 (this "Agreement"), between Sterling National Bank, a national banking association, as issuer (the "Issuer"), and U.S. Bank National Association, as the issuing and paying agent and note registrar (hereinafter sometimes referred to, in each such capacity, the "Agent").

Pnc Bank, National Association Amendment No. 2 to the Issuing and Paying Agency Agreement (August 3rd, 2016)

WHEREAS, the parties hereto have previously entered into an Issuing and Paying Agency Agreement, dated January 16, 2014 (as amended on May 22, 2015, the Issuing and Paying Agency Agreement), whereby PNC Bank, National Association (the Bank) appointed PNC Bank, National Association (the Issuing and Paying Agent) to act, on the terms and conditions specified therein, as issuing and paying agent for the Global Bank Notes and to perform such other responsibilities as are described therein.

Univest Corporation Of Pennsylvania – Issuing and Paying Agency Agreement (July 1st, 2016)

ISSUING AND PAYING AGENCY AGREEMENT, dated as of July 1, 2016 (the "Agreement"), between Univest Corporation of Pennsylvania, a corporation organized under the laws of the Commonwealth of Pennsylvania, as issuer (the "Issuer"), and U.S. Bank National Association, a national banking association, as issuing and paying agent (the "Issuing and Paying Agent").

Sterling Bancorp – ISSUING AND PAYING AGENCY AGREEMENT Between STERLING NATIONAL BANK, as Issuer, and as Issuing and Paying Agent and Note Registrar March 29, 2016 (March 29th, 2016)

THIS ISSUING AND PAYING AGENCY AGREEMENT, made and dated as of March 29, 2016 (this "Agreement"), between Sterling National Bank, a national banking association, as issuer (the "Issuer"), and U.S. Bank National Association, as the issuing and paying agent and note registrar (hereinafter sometimes referred to, in each such capacity, the "Agent").

AllianceBernstein Holding – Commercial Paper Dealer Agreement 4(a)(2) Program Between: AllianceBernstein L.P., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer Concerning Notes to Be Issued Pursuant to the Amended and Restated Issuing and Paying Agency Agreement Dated as of May 3, 2006 Between the Issuer and Deutsche Bank National Trust Company, as Issuing and Paying Agent Dated as of June 1, 2015 (February 11th, 2016)

This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer. Certain terms used in this Agreement are defined in Section 6 hereof. As between the Issuer and the Dealer, this Agreement amends and restates the Amended and Restated Dealer Agreement, dated as of October 31, 2011, among the Issuer, the Dealer and the other parties named therein.

AllianceBernstein Holding – Commercial Paper Dealer Agreement 4(a)(2) Program Between: AllianceBernstein L.P., as Issuer, and Citigroup Global Markets Inc., as Dealer Concerning Notes to Be Issued Pursuant to the Amended and Restated Issuing and Paying Agency Agreement Dated as of May 3, 2006 Between the Issuer and Deutsche Bank National Trust Company, as Issuing and Paying Agent Dated as of June 1, 2015 (February 11th, 2016)

This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer. Certain terms used in this Agreement are defined in Section 6 hereof. As between the Issuer and the Dealer, this Agreement amends and restates the Amended and Restated Dealer Agreement, dated as of October 31, 2011, among the Issuer, the Dealer and the other parties named therein.

AllianceBernstein Holding – Commercial Paper Dealer Agreement 4(a)(2) Program Between: AllianceBernstein L.P., as Issuer, and Credit Suisse Securities (USA) LLC, as Dealer Concerning Notes to Be Issued Pursuant to the Amended and Restated Issuing and Paying Agency Agreement Dated as of May 3, 2006 Between the Issuer and Deutsche Bank National Trust Company, as Issuing and Paying Agent Dated as of June 1, 2015 (February 11th, 2016)

This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer. Certain terms used in this Agreement are defined in Section 6 hereof.

AllianceBernstein Holding – Commercial Paper Dealer Agreement 4(a)(2) Program Between: AllianceBernstein L.P., as Issuer, and Credit Suisse Securities (USA) LLC, as Dealer Concerning Notes to Be Issued Pursuant to the Amended and Restated Issuing and Paying Agency Agreement Dated as of May 3, 2006 Between the Issuer and Deutsche Bank National Trust Company, as Issuing and Paying Agent Dated as of June 1, 2015 (February 11th, 2016)

This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer. Certain terms used in this Agreement are defined in Section 6 hereof.

AllianceBernstein Holding – Commercial Paper Dealer Agreement 4(a)(2) Program Between: AllianceBernstein L.P., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer Concerning Notes to Be Issued Pursuant to the Amended and Restated Issuing and Paying Agency Agreement Dated as of May 3, 2006 Between the Issuer and Deutsche Bank National Trust Company, as Issuing and Paying Agent Dated as of June 1, 2015 (February 11th, 2016)

This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer. Certain terms used in this Agreement are defined in Section 6 hereof. As between the Issuer and the Dealer, this Agreement amends and restates the Amended and Restated Dealer Agreement, dated as of October 31, 2011, among the Issuer, the Dealer and the other parties named therein.

AllianceBernstein Holding – Commercial Paper Dealer Agreement 4(a)(2) Program Between: AllianceBernstein L.P., as Issuer, and Citigroup Global Markets Inc., as Dealer Concerning Notes to Be Issued Pursuant to the Amended and Restated Issuing and Paying Agency Agreement Dated as of May 3, 2006 Between the Issuer and Deutsche Bank National Trust Company, as Issuing and Paying Agent Dated as of June 1, 2015 (February 11th, 2016)

This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer. Certain terms used in this Agreement are defined in Section 6 hereof. As between the Issuer and the Dealer, this Agreement amends and restates the Amended and Restated Dealer Agreement, dated as of October 31, 2011, among the Issuer, the Dealer and the other parties named therein.

First Security Group, Inc. – ATLANTIC CAPITAL BANCSHARES, INC. $50,000,000 Aggregate Principal Amount of Fixed-To-Floating Rate Subordinated Notes Due 2025 ISSUING AND PAYING AGENCY AGREEMENT (September 18th, 2015)

ISSUING AND PAYING AGENCY AGREEMENT, dated as of September 14, 2015 (the Agreement), between Atlantic Capital Bancshares, Inc., a corporation organized under the laws of the State of Georgia, as issuer (the Issuer), and U.S. Bank National Association, a national banking association, as issuing and paying agent (the Issuing and Paying Agent).

Atlantic Capital Bancshares, Inc. – ATLANTIC CAPITAL BANCSHARES, INC. $50,000,000 Aggregate Principal Amount of Fixed-To-Floating Rate Subordinated Notes Due 2025 ISSUING AND PAYING AGENCY AGREEMENT (September 18th, 2015)

ISSUING AND PAYING AGENCY AGREEMENT, dated as of September 14, 2015 (the Agreement), between Atlantic Capital Bancshares, Inc., a corporation organized under the laws of the State of Georgia, as issuer (the Issuer), and U.S. Bank National Association, a national banking association, as issuing and paying agent (the Issuing and Paying Agent).

Pnc Bank, National Association Amendment No. 1 to the Issuing and Paying Agency Agreement (August 5th, 2015)

WHEREAS, the parties hereto have previously entered into an Issuing and Paying Agency Agreement, dated January 16, 2014 (the Issuing and Paying Agency Agreement), whereby PNC Bank, National Association (the Bank) appointed PNC Bank, National Association (the Issuing and Paying Agent) to act, on the terms and conditions specified therein, as issuing and paying agent for the Global Bank Notes and to perform such other responsibilities as are described therein.

Univest Corporation Of Pennsylvania – Issuing and Paying Agency Agreement (March 30th, 2015)

ISSUING AND PAYING AGENCY AGREEMENT, dated as of March 30, 2015 (the "Agreement"), between Univest Corporation of Pennsylvania, a corporation organized under the laws of the Commonwealth of Pennsylvania, as issuer (the "Issuer"), and U.S. Bank National Association, a national banking association, as issuing and paying agent (the "Issuing and Paying Agent").

Amended and Restated Commercial Paper Dealer Agreement 4(a)(2) Program Between: BlackRock, Inc., as Issuer and Citigroup Global Markets Inc., as Dealer Concerning Notes to Be Issued Pursuant to an Issuing and Paying Agency Agreement Dated as of December 23, 2014 Between the Issuer and Citibank, N.A., as Issuing and Paying Agent. Dated as of December 23, 2014 (February 27th, 2015)

This agreement (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), which amends and restates the Commercial Paper Dealer Agreement, dated as of October 14, 2009, sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes in substantially the form of Exhibit D hereto (the Notes) through the Dealer.

Amended and Restated Commercial Paper Dealer Agreement 4(a)(2) Program Between: BlackRock, Inc., as Issuer and Merrill Lynch, Pierce, Fenner & Smith Incorporated (As Successor to Banc of America Securities LLC), as Dealer Concerning Notes to Be Issued Pursuant to an Issuing and Paying Agency Agreement Dated as of December 23, 2014 Between the Issuer and Citibank, N.A., as Issuing and Paying Agent. Dated as of January 6, 2015 (February 27th, 2015)

This agreement (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), which amends and restates the Commercial Paper Dealer Agreement, dated as of October 14, 2009, sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes in substantially the form of Exhibit D hereto (the Notes) through the Dealer.

Amended and Restated Commercial Paper Dealer Agreement 4(a)(2) Program Between: BlackRock, Inc., as Issuer and Credit Suisse Securities (USA) LLC, as Dealer Concerning Notes to Be Issued Pursuant to an Issuing and Paying Agency Agreement Dated as of December 23, 2014 Between the Issuer and Citibank, N.A., as Issuing and Paying Agent. Dated as of January 6, 2015 (February 27th, 2015)

This agreement (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), which amends and restates the Commercial Paper Dealer Agreement, dated as of October 14, 2009, sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes in substantially the form of Exhibit D hereto (the Notes) through the Dealer.

Amended and Restated Commercial Paper Dealer Agreement 4(a)(2) Program Between: BlackRock, Inc., as Issuer and Barclays Capital Inc., as Dealer Concerning Notes to Be Issued Pursuant to an Issuing and Paying Agency Agreement Dated as of December 23, 2014 Between the Issuer and Citibank, N.A., as Issuing and Paying Agent. Dated as of December 23, 2014 (February 27th, 2015)

This agreement (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), which amends and restates the Commercial Paper Dealer Agreement, dated as of October 14, 2009, sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes in substantially the form of Exhibit D hereto (the Notes) through the Dealer.

Concerning Notes to Be Issued Pursuant to an Issuing and Paying Agency Agreement Dated (February 20th, 2015)

This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer.

Commercial Paper Dealer Agreement 4(a)(2) Program Between: ERP Operating Limited Partnership, as Issuer and [Dealer], as Dealer Concerning Notes to Be Issued Pursuant to an Issuing and Paying Agency Agreement Dated as of [Date] Between the Issuer and [Dealer], as Issuing and Paying Agent Dated as of [Date] (February 2nd, 2015)

This agreement (the Agreement) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer through the Dealer of the Issuers short-term promissory notes in (i) substantially the form scheduled to the Issuing and Paying Agent Agreement or (ii) such other form as may be agreed from time to time among the Issuer, the Dealer and the Issuing and Paying Agent contemplating a transaction substantially similar to that described in the form scheduled to the Issuing and Paying Agent Agreement (the Notes).

Commercial Paper Dealer Agreement Between: Anadarko Petroleum Corporation, as Issuer and [Dealer], as Dealer Concerning Notes to Be Issued Pursuant to an Issuing and Paying Agency Agreement Dated as of [Date] Between the Issuer and [Issuing and Paying Agent], as Issuing and Paying Agent Dated as of [Date] (January 21st, 2015)

This agreement (the Agreement) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the Notes) through the Dealer.

$35,000,000 Aggregate Principal Amount of Fixed-To-Floating Rate Subordinated Notes Due November 15, 2024 ISSUING AND PAYING AGENCY AGREEMENT (November 17th, 2014)

ISSUING AND PAYING AGENCY AGREEMENT, dated as of November 17, 2014 (the "Agreement"), between Independent Bank Corp. (the "Company"), a corporation organized under the laws of the Commonwealth of Massachusetts, as issuer (the "Issuer"), and U.S. Bank National Association, a national banking association, as issuing and paying agent (the "Issuing and Paying Agent").

Issuing and Paying Agency Agreement (October 29th, 2014)

This Agreement, dated as of October 20, 2014, sets forth the understanding by and among BNP Paribas, acting through its New York branch, as Issuing and Paying Agent (the "Agent") and Arrow Electronics, Inc., as issuer (the "Issuer"), whereby the Agent has agreed to act (A) as issuing agent (the "Issuing Agent") on behalf of the Issuer in connection with the Issuer's US dollar-denominated commercial paper notes (the "Notes"), (B) as paying agent (the "Paying Agent") to undertake certain obligations to make payments in respect of the Notes, and (C) as depository (the "Depository") to receive certain funds on behalf of the Issuer, as set forth herein. The Agent has executed or will promptly hereafter execute a Letter of Representations (the "Letter of Representations") with the Issuer and The Depository Trust Company ("DTC") and a Certificate Agreement (the "Certificate Agreement") with DTC which establishes or will establish, among other things, the procedures to be followed by the Agent

COMMERCIAL PAPER DEALER AGREEMENT 4(a)(2) PROGRAM Between ONE Gas, Inc., as Issuer and ________________, as Dealer Concerning Notes to Be Issued Pursuant to an Issuing and Paying Agency Agreement Dated as of __________ Between the Issuer and ________________, as Issuing and Paying Agent (September 10th, 2014)

This agreement ("Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the "Notes") through the Dealer.

Pacific Premier Bancorp Inc – PACIFIC PREMIER BANCORP, INC. $60,000,000 Aggregate Principal Amount of 5.75% Subordinated Notes Due 2024 ISSUING AND PAYING AGENCY AGREEMENT (September 2nd, 2014)

ISSUING AND PAYING AGENCY AGREEMENT, dated as of August 29, 2014 (the "Agreement"), between Pacific Premier Bancorp, Inc., a corporation organized under the laws of the State of Delaware, as issuer (the "Issuer"), and U.S. Bank National Association, a national banking association, as issuing and paying agent (the "Issuing and Paying Agent").

Amendment to Amended and Restated Issuing and Paying Agency Agreement (August 26th, 2014)

WHEREAS, Sysco Corporation (the "Issuer"), and JPMorgan Chase Bank, National Association ("JPMorgan") (the "Issuing and Paying Agent") have entered into that certain Amended and Restated Issuing and Paying Agency Agreement dated as of April 13, 2006 (the "Agreement");

People's United Financial – ISSUING AND PAYING AGENCY AGREEMENT Between PEOPLES UNITED BANK as Issuer, and THE BANK OF NEW YORK MELLON as Issuing and Paying Agent and Note Registrar June 26, 2014 (June 26th, 2014)

THIS ISSUING AND PAYING AGENCY AGREEMENT, made and dated as of June 26, 2014, between Peoples United Bank, a federal stock savings bank, as Issuer (the Issuer), and The Bank of New York Mellon, as the Issuing and Paying Agent and Note Registrar (hereinafter sometimes called, in each such capacity, the Agent).

Texas Capital Bancshares, Inc. – ISSUING AND PAYING AGENCY AGREEMENT Between TEXAS CAPITAL BANK, N.A. As Issuer, and as Issuing and Paying Agent and Note Registrar (January 31st, 2014)

THIS ISSUING AND PAYING AGENCY AGREEMENT, made and dated as of January 31, 2014, between, Texas Capital Bank, N.A., a national banking association, as Issuer (the Issuer), and U.S. Bank National Association, as the Issuing and Paying Agent and Note Registrar (hereinafter sometimes called, in each such capacity, the Agent).

Enable Midstream Partners, LP – Issuing and Paying Agency Agreement (November 26th, 2013)

THIS ISSUING AND PAYING AGENCY AGREEMENT, dated as of November 15, 2009 (the Agreement), is made by and between ENOGEX LLC, a limited liability company organized under the laws of the State of Delaware (the Issuer), and UMB BANK, N.A., a national banking association duly organized and existing under the laws of the United States, as issuing and paying agent (the Issuing Agent). Terms used and not defined herein but defined in the Notes (as hereinafter defined) have the meanings set forth in the Notes.