Remarketing Agreement Sample Contracts

SLM Student Loan Trust 2005-8 – AMENDED AND RESTATED REMARKETING AGREEMENT (January 25th, 2017)

AMENDED AND RESTATED REMARKETING AGREEMENT, dated as of January 12, 2017, among SLM Student Loan Trust 2005-8 (the “Trust”), Navient Solutions, Inc., as administrator (the “Administrator”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” and, in its capacity as Remarketing Agent under this Agreement, the “Remarketing Agent”).

Ritchie Bros Auctioneers Inc – STRATEGIC ALLIANCE AND REMARKETING AGREEMENT (November 9th, 2016)

This STRATEGIC ALLIANCE AND REMARKETING AGREEMENT (“Agreement”) is entered into as August 29, 2016 (the “Execution Date”) by and between RITCHIE BROS. AUCTIONEERS INCORPORATED, a Canadian corporation having its principal place of business at 9500 Glenlyon Parkway, Burnaby, British Columbia, V5J 0C6 (“RBA”), on behalf of itself and its other wholly-owned subsidiaries (collectively, “RCC”), IronPlanet, Inc., a Delaware corporation having its principal place of business at 3825 Hopyard Road, Suite 250, Pleasanton, CA 94588, solely for purposes of Sections 3, 7, 8 and 9 (“IronPlanet”), and CATERPILLAR INC., a Delaware corporation having it principal place of business at 100 North East Adams Street, Peoria, IL 61629, on behalf of itself and its wholly-owned subsidiaries (collectively, “Caterpillar” and together with RCC, the “Parties” and each a “Party”).

Metlife Inc – METLIFE, INC. Series E Senior Component Debentures, Tranche 1, due 2018 Series E Senior Component Debentures, Tranche 2, due 2045 REMARKETING AGREEMENT (August 28th, 2014)
Metlife Inc – METLIFE, INC. Series D Senior Debentures due 2024 REMARKETING AGREEMENT (August 2nd, 2013)
Metlife Inc – METLIFE, INC. Series C Senior Component Debentures, Tranche 1, due 2018 Series C Senior Component Debentures, Tranche 2, due 2023 REMARKETING AGREEMENT (August 31st, 2012)
Great Plains Energy Inc – REMARKETING AGREEMENT (March 23rd, 2012)
Great Plains Energy Inc – AMENDMENT TO REMARKETING AGREEMENT (March 23rd, 2012)
Autoliv Inc – REMARKETING AGREEMENT (March 15th, 2012)
Johnson Controls Inc – REMARKETING AGREEMENT (March 1st, 2012)
Steadfast Income REIT, Inc. – REMARKETING AGREEMENT (February 1st, 2012)

This Remarketing Agreement made and entered into on May I, 2007 between STERN BROTHERS & CO. (the “Remarketing Agent”) and WINDSOR ON THE RIVER, LLC, a Delaware limited liability company (the “Borrower”).

Citigroup Inc – CITIGROUP INC. 6.935% Junior Subordinated Deferrable Interest Debentures due September 15, 2042 REMARKETING AGREEMENT (June 15th, 2011)

This Remarketing Agreement is dated as of April 27, 2011 (the “Remarketing Agreement”) among Citigroup Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. (“Citi”) (the “Remarketing Agent,” which expression shall include any institution(s) appointed as a Remarketing Agent in accordance with Section 9 hereof), and The Bank of New York Mellon, not individually but solely as Stock Purchase Contract Agent (as defined below) and as attorney-in-fact of the holders of Stock Purchase Contracts (as defined below). The Remarketing Agents are undertaking to remarket 6.935% Junior Subordinated Deferrable Interest Debentures due September 15, 2042 (principal amount $25 per Debenture) which terms will be modified as described in the notice from The Bank of New York Mellon, as Institutional Trustee (as defined below), dated April 28, 2011 (the “Notice”) pursuant to Section 5(c)(i) of Annex I to the Declaration (as defined below) (such debentures, as modified from time to t

Reinsurance Group of America Inc – Reinsurance Group of America, Incorporated RGA Capital Trust I Amended and Restated Remarketing Agreement (February 23rd, 2011)

Reinsurance Group of America, Incorporated, a Missouri corporation (the “Company”), and RGA Capital Trust I, a Delaware statutory business trust (the “Trust”), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the “Underwriters”) pursuant to the Underwriting Agreement, dated December 12, 2001 (the “Underwriting Agreement”), 4,500,000 Trust Preferred Income Equity Redeemable Securities (“PIERS”)1 units (the “Firm Units”) issued pursuant to a Unit Agreement (the “Unit Agreement”) dated as of December 18, 2001, as supplemented September 12, 2008, among the Company, the Trust, The Bank of New York Mellon Trust Company, N.A., as successor unit agent (in such capacity, the “Unit Agent”), as successor warrant agent (in such capacity, the “Warrant Agent”), and as successor property trustee (in such capacity, the “Property Trustee”). In addition, the Company and the Trust granted to the Underwriters an option (the “Option”) to purchase up to an additional 675,000 Units

Reinsurance Group of America Inc – Reinsurance Group of America, Incorporated RGA Capital Trust I Amended and Restated Remarketing Agreement (February 16th, 2011)

Reinsurance Group of America, Incorporated, a Missouri corporation (the “Company”), and RGA Capital Trust I, a Delaware statutory business trust (the “Trust”), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the “Underwriters”) pursuant to the Underwriting Agreement, dated December 12, 2001 (the “Underwriting Agreement”), 4,500,000 Trust Preferred Income Equity Redeemable Securities (“PIERS”)1 units (the “Firm Units”) issued pursuant to a Unit Agreement (the “Unit Agreement”) dated as of December 18, 2001, as supplemented September 12, 2008, among the Company, the Trust, The Bank of New York Mellon Trust Company, N.A., as successor unit agent (in such capacity, the “Unit Agent”), as successor warrant agent (in such capacity, the “Warrant Agent”), and as successor property trustee (in such capacity, the “Property Trustee”). In addition, the Company and the Trust granted to the Underwriters an option (the “Option”) to purchase up to an additional 675,000 Units

Us Bancorp \De\ – Remarketable Junior Subordinated Notes due 2042 REMARKETING AGREEMENT (February 1st, 2011)

This Remarketing Agreement (the “Remarketing Agreement”) is among U.S. Bancorp, a Delaware corporation (the “Company”), Deutsche Bank Securities Inc. (“Deutsche Bank”), as Representative for the Remarketing Agents listed on Schedule A hereto (the “Remarketing Agents,” which expression shall include any institution(s) appointed as a Remarketing Agent in accordance with Section 7 hereof), and USB Capital IX, a Delaware statutory trust (the “Trust”), acting through Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as Property Trustee of the Trust (the “Property Trustee”).

Citigroup Inc – CITIGROUP INC. 6.700% Junior Subordinated Deferrable Interest Debentures due March 15, 2042 REMARKETING AGREEMENT (December 15th, 2010)

This Remarketing Agreement is dated as of October 28, 2010 (the “Remarketing Agreement”) among Citigroup Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. (“Citi”) (the “Remarketing Agent,” which expression shall include any institution(s) appointed as a Remarketing Agent in accordance with Section 9 hereof), and The Bank of New York Mellon, not individually but solely as Stock Purchase Contract Agent (as defined below) and as attorney-in-fact of the holders of Stock Purchase Contracts (as defined below). The Remarketing Agents are undertaking to remarket 6.700% Junior Subordinated Deferrable Interest Debentures due March 15, 2042 (principal amount $25 per Debenture) which terms will be modified as described in the notice from The Bank of New York Mellon, as Institutional Trustee (as defined below), dated October 28, 2010 (the “Notice”) pursuant to Section 5(c)(i) of Annex I to the Declaration (as defined below) (such debentures, as modified from time to t

Avery Dennison Corporation – AVERY DENNISON CORPORATION REMARKETING AGREEMENT (November 15th, 2010)

REMARKETING AGREEMENT, dated as of September 27, 2010 (the “Agreement”) by and between Avery Dennison Corporation, a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC (the “Remarketing Agent”), and acknowledged by The Bank of New York Mellon Trust Company, N.A., not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the Holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement (as defined herein)).

American International Group Inc – AMERICAN INTERNATIONAL GROUP, INC. $1,960,000,000 5.67% Series B-1 Junior Subordinated Debentures $1,960,000,000 5.82% Series B-2 Junior Subordinated Debentures $1,960,000,000 5.89% Series B-3 Junior Subordinated Debentures Remarketing Agreement (October 8th, 2010)

This Agreement (“Agreement”) is entered into among American International Group, Inc., a Delaware corporation (the “Company”), Citigroup Global Markets Inc. (“Citigroup”), J.P. Morgan Securities Inc. (“JPMorgan”), and The Bank of New York, a New York banking corporation, not individually, but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Stock Purchase Contracts (as defined in the Purchase Contract Agreement referred to below) relating to the appointment of Citigroup and JPMorgan to serve as remarketing agents (each, a “Remarketing Agent”) with respect to the remarketing of the Debentures identified herein (the “Remarketing”).

Citigroup Inc – CITIGROUP INC. 6.455% Junior Subordinated Deferrable Interest Debentures due September 15, 2041 REMARKETING AGREEMENT (June 15th, 2010)
Calpetro Tankers (Bahamas Iii) Ltd – AMENDMENT NO. 2 TO MANAGEMENT AND REMARKETING AGREEMENT (April 29th, 2010)

THIS AMENDMENT NO. 2 dated as of April 8, 2010 (this “Amendment”), between (i) CALPETRO TANKERS (BAHAMAS III) LIMITED (the “Owner”), a company organized under the laws of the Bahamas, and (ii) Frontline Ltd., a company organized under the laws of Bermuda (the “Manager”), to the Management and Remarketing Agreement dated as of April 1, 1995 (the “Original Management Agreement”) among the Owner, P.D. Gram & Co. A.S. (the “Original Manager”) and Barber Ship Management A.S. (the “Original Technical Advisor”) as modified by that certain Assignment and Assumption of Management and Remarketing Agreement dated as of March 31, 1999 whereby the Original Manager and the Original Technical Advisor assigned all of their rights, powers and interests and delegated all of their duties and obligations under the Original Management Agreement to the Manager, and as amended on June 28, 2001 (the Original Management Agreement as so modified and amended, and as the same may be further amended, supplemented

Citigroup Inc – CITIGROUP INC. 6.320% Junior Subordinated Deferrable Interest Debentures due March 15, 2041 REMARKETING AGREEMENT (December 15th, 2009)
Fpl Group Inc – REMARKETING AGREEMENT (August 3rd, 2009)

REMARKETING AGREEMENT, dated                          (the “Agreement”) by and among FPL Group, Inc., a Florida corporation (“FPL Group”), FPL Group Capital Inc, a Florida corporation and a wholly-owned subsidiary of FPL Group (“FPL Group Capital”), and The Bank of New York Mellon, not individually but solely as purchase contract agent and attorney-in-fact of the holders of Purchase Contracts (“Purchase Contract Agent”), and                          (“                        “), as remarketing agent (the “Remarketing Agent”) and reset agent (the “Reset Agent”).

Wells Fargo & Co/Mn – REMARKETING AGREEMENT (May 6th, 2009)

REMARKETING AGREEMENT, dated as of March 17, 2009 (the “Agreement”), between Wells Fargo & Company, a Delaware corporation, and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Goldman, Sachs & Co. (“Goldman Sachs”).

Ppl Energy Supply Llc – PPL CORPORATION PPL CAPITAL FUNDING, INC. PPL Capital Funding, Inc. % [Deferrable] Notes Due Guaranteed as to payment of principal, premium, if any, and interest by PPL Corporation REMARKETING AGREEMENT [Date] (March 25th, 2009)

(the “Remarketing Agent”) is undertaking to remarket the         % [Deferrable] Notes due                      (the “Securities”), issued by PPL Capital Funding, Inc., a Delaware corporation (“Capital Funding”), and unconditionally guaranteed as to payment of principal, premium, if any, and interest by PPL Corporation, a Pennsylvania corporation (the “Company”), pursuant to the Indenture, dated as of                     , among Capital Funding, the Company and                     , as trustee (the “Indenture Trustee”) as amended and supplemented by the First Supplemental Indenture to the Indenture, dated                     , relating to the Notes (as amended or supplemented, the “Indenture”).

Johnson Controls Inc – FORM OF REMARKETING AGREEMENT (March 16th, 2009)

This Agreement is dated as of [•] (the “Agreement”) by and among Johnson Controls, Inc., a Wisconsin corporation (the “Company”), [                                        ], as the reset agent and the remarketing agent (the “Remarketing Agent”), and U.S. Bank National Association, a national banking association, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement referred to below).

Metlife Inc – METLIFE, INC. 4.91% Junior Subordinated Debt Securities, Series B, due 2040 REMARKETING AGREEMENT (January 14th, 2009)

This Remarketing Agreement is dated as of January 12, 2009 (the “Remarketing Agreement”) among MetLife, Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. (“Citi”) (the “Remarketing Agents,” which expression shall include any institution(s) appointed as a Remarketing Agent in accordance with Section 8 hereof), and The Bank of New York Mellon Trust Company, N.A., not individually but solely as Purchase Contract Agent (as defined below) and as attorney-in-fact of the holders of Purchase Contracts (as defined below). The Remarketing Agents are undertaking to remarket 4.91% Junior Subordinated Debt Securities, Series B, due 2040 (principal amount $1,000 per Junior Subordinated Debt Security) whose terms will be modified in the event of a Successful Remarketing (as defined below), as provided in the notice from the Company, dated as of January 6, 2009 (the “Notice”) pursuant to Section 10.2 of the Declaration and Section 2.12 of the Second Supplemental Indenture

Granite Finance Trustees Ltd – Dated 28 July 2008 GRANITE MASTER ISSUER PLC and MORGAN STANLEY & CO. INCORPORATED and CANCARA ASSET SECURITISATION LIMITED and NORTHERN ROCK PLC TERMINATION AGREEMENT (Remarketing Agreement relating to $1,000,000,000 Series 2005-3 Class A Notes due 2054) (August 1st, 2008)
SLM Student Loan Trust 2005-6 – REMARKETING AGREEMENT (July 25th, 2008)

REMARKETING AGREEMENT, dated as of July 14, 2008, among SLM Student Loan Trust 2005-6 (the “Trust”), Sallie Mae, Inc., as administrator (the “Administrator”) and Credit Suisse Securities (USA) LLC (“Credit Suisse” and in its capacity as remarketing agent under this Agreement, the “Remarketing Agent”).

Metlife Inc – METLIFE, INC. 4.82% Junior Subordinated Debt Securities, Series A, due 2039 REMARKETING AGREEMENT (July 15th, 2008)

This Remarketing Agreement is dated as of July 11, 2008 (the “Remarketing Agreement”) among MetLife, Inc., a Delaware corporation (the “Company”), and Banc of America Securities LLC (“BAS”) (the “Remarketing Agents,” which expression shall include any institution(s) appointed as a Remarketing Agent in accordance with Section 8 hereof), and The Bank of New York Mellon Trust Company, N.A., not individually but solely as Purchase Contract Agent (as defined below) and as attorney-in-fact of the holders of Purchase Contracts (as defined below). The Remarketing Agents are undertaking to remarket 4.82% Junior Subordinated Debt Securities, Series A, due 2039 (principal amount $1,000 per Junior Subordinated Debt Security) whose terms will be modified in the event of a Successful Remarketing (as defined below), as provided in the notice from the Company, dated as of July 8, 2008 (the “Notice”) pursuant to Section 10.2 of the Declaration and Section 2.12 of the First Supplemental Indenture (each

American Express Co – REMARKETING AGREEMENT (June 9th, 2008)

REMARKETING AGREEMENT, dated as of June 5, 2008 (the “Remarketing Agreement”), by and between American Express Company, a New York corporation (the “Company”), and J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Remarketing Agents”).

SLM Student Loan Trust 2005-7 – REMARKETING AGREEMENT (May 9th, 2008)

REMARKETING AGREEMENT, dated as of April 2, 2008, among SLM Student Loan Trust 2005-7 (the “Trust”), Sallie Mae, Inc., as administrator (the “Administrator”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” and in its capacity as remarketing agent under this Agreement, the “Remarketing Agent”).

Wells Fargo & Co/Mn – REMARKETING AGREEMENT (May 6th, 2008)

REMARKETING AGREEMENT, dated as of April 1, 2008 (the “Agreement”), between Wells Fargo & Company, a Delaware corporation, and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”).

Ambac Financial Group Inc – REMARKETING AGREEMENT (March 12th, 2008)
Southern Union Co – REMARKETING AGREEMENT (February 14th, 2008)
Avery Dennison Corporation – AVERY DENNISON CORPORATION FORM OF REMARKETING AGREEMENT (November 20th, 2007)

WHEREAS, the Company issued [8,000,000] of its Corporate HiMEDS Units having an initial aggregate stated amount of $[400,000,000] (the “Corporate HiMEDS Units”) under the Purchase Contract and Pledge Agreement (the “Purchase Contract and Pledge Agreement”), dated as of November 20, 2007, by and among the Company, the Purchase Contract Agent, and The Bank of New York Trust Company, N.A., as Collateral Agent (the “Collateral Agent”), Custodial Agent (the “Custodial Agent”) and Securities Intermediary; and

Accuray Inc – Distribution and Remarketing Agreement Between Siemens Medical Solutions, Oncology Care Systems Group And Accuray Incorporated Effective Date: April 3, 2007 (September 4th, 2007)

This Distribution and Remarketing Agreement (hereafter, the “Agreement”) is effective as of April 3, 2007 (“Effective Date”) by and between Siemens Medical Solutions Inc USA, a Delaware corporation acting through its Oncology Care Systems Group, which maintains a place of business at 4040 Nelson Drive, Concord, California, 94520 (hereafter, “OCS”), and Accuray Incorporated, a Delaware corporation with a business address at 1310 Chesapeake Terrace, Sunnyvale, CA 94089 (hereafter, “Accuray”).