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Preview Full Doc	2006	Paying Agent Agreement Paying Agent Agreement (21K) Doc #1207416: Click preview link for longer preview. PAYING AGENT AGREEMENT THIS PAYING AGENT AGREEMENT (the ï¿½Agreementï¿½) is made as of the [ } day of 2006 between Wells Fargo Bank, National Association, a national banking association maintaining its principal corporate trust office at Sixth Street & Marquette Ave; N9303-120, Minneapolis, MN 55479 (the ï¿½Paying Agentï¿½), and Winmark Corporation, a Minnesota corporation maintaining its principal place of business at 4200 Dahlberg Drive, Suite 100, Minneapolis, Minnesota 55422-4837 (the ï¿½Issuerï¿½). WHEREAS, the Issuer has authorized and proposes to . . . 1207416	Winmark Winmark Corp. ( Financial )
Preview Full Doc	2000	Paying Agent Agreement Paying Agent Agreement (17K) Doc #407664: Click preview link for longer preview. PAYING AGENT AGREEMENT PAYING AGENT AGREEMENT made as of the 7th day of July, 2000, between THE BANK OF NEW YORK, a New York banking corporation maintaining its principal corporate trust office at 101 Barclay Street, New York, New York 10286 (the "Paying Agent"), and QWEST CAPITAL FUNDING, INC., a Colorado corporation maintaining its principal place of business at 1801 California Street, Denver, Colorado 80202 (the "Issuer"). W I T N E S S E T H WHEREAS, the Issuer has authorized and proposes to issue $300,000,000 aggregate principal amount of Floating Rate Notes due July 8, 2002 (the "Notes"), guaranteed as to payment of principal and interest by Qwest Communications International Inc. (the "Guarantor"); WHEREAS, the Notes will be issued pursuant to an Indenture dated as of June 29, 1998 as supplemented by the [First Supplemental Indenture], dated as of June 30, 2000 (as so supplemented the "Indenture"), each among the Issuer, the Guarantor (as successor to U S WEST, Inc.) and Bank One Trust Company, National Association, as trustee (the "Trustee"); WHEREAS, the Issuer desires to appoint the Paying Agent as paying agent with respect to such Notes; and WHEREAS, the Paying Agent agrees to act as such paying agent in accordance with, and subject to the terms and provisions of, this Agreement, the Indenture, the Notes and the Offering Memorandum, dated July 3, 2000 (the "Offering Memorandum"); NOW, THEREFORE, in consideration of the mutual promises hereinafter contained, the Paying Agent and the Issuer hereby covenant and agree as follows: {PAGE} ARTICLE I APPOINTMENT 1. The Issuer hereby appoints the Paying Agent as its paying agent with respect to the Notes to perform the duties hereinafter set forth. 2. The Paying Agent hereby accepts such appointment in accordance with, and subject to, the terms and provisions of the Notes and agrees to perform the duties hereinafter set forth and set forth in the Indenture, the Notes and the Offering Memorandum. Unless otherwise mutually agreed between the Issuer and the Paying Agent, the Paying Agent shall be under no duty or obligation to pay any interest or earnings on or with respect to amounts held or deposited hereunder. In the event the Issuer and the Paying Agent shall otherwise agree, any interest or earnings on or with respect to any amount held or deposited hereunder shall be remitted to the Issuer in accordance with such Agreement. The Paying Agent shall be under no duty or obligation to collateralize or pledge any security therefor, or to segregate such amounts except as required by law. ARTICLE II DEPOSIT OF FUNDS 1. Not later than five business days prior to any date on which interest on the Notes is due and payable, the Issuer shall furnish, or cause to be furnished, to the Paying Agent in writing the following information with respect to said interest payment date: (a) the name, address, principal amount of Notes owned by, and bank account information for, each registered owner of Notes on the record date to which such interest payment relates; (b) the rate of interest to be paid on such interest payment date; (c) the aggregate amount of interest to be paid on such interest payment date with respect to the Notes; (d) any applicable forms with respect to tax withholding (including, but not limited to, Form W-8BEN); (e) amount to be withheld, if any, under applicable tax laws; and (f) such other information as the Paying Agent may reasonably request from time to time. Information required by preceding clause (a) may be provided by reference to information previously furnished to the Paying Agent pursuant to this paragraph. 2. Not later than five business days prior to any date on which principal is to be paid by the Paying Agent with respect to the Notes, the Issuer shall furnish, or cause to be furnished, to the Paying Agent a statement specifying such payment date and obtaining information with respect to such payment in the nature of the information described in the preceding paragraphs, including such further information as the Paying Agent may reasonably request from time to 407664	Qwest Qwest Communications International Inc. ( Communications Services ) As referenced in this Paying Agent Agreement: Qwest Communications International Inc – authorized and proposes to issue $300,000,000 aggregate principal amount of Floating Rate Notes due July 8, 2002 (the "Notes"), guaranteed as to payment of principal and interest by Qwest Communications International Inc . (the "Guarantor"); WHEREAS, the Notes will be issued pursuant to an Indenture dated as of June 29, 1998 as supplemented by the [First Supplemental Indenture], dated as of June _____________ dt 1466402 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Paying Agent Agreement: BANK OF NEW YORK, – SEQUENCE}6 {FILENAME}0006.txt {DESCRIPTION}PAYING AGENT AGREEMENT {TEXT} EXHIBIT 10.44 PAYING AGENT AGREEMENT PAYING AGENT AGREEMENT made as of the 7th day of July, 2000, between THE BANK OF NEW YORK, a New York banking corporation maintaining its principal corporate trust office at 101 Barclay Street, New York, New York 10286 (the "Paying Agent"), and QWEST CAPITAL FUNDING, INC., a _____________ BANK OF NEW YORK, – authorized, as of the day and year first above written. QWEST CAPITAL FUNDING, INC. By: /s/ SEAN P. FOLEY Name: Sean P. Foley Title: Senior Vice President and Treasurer THE BANK OF NEW YORK, as Paying Agent By: /s/ VANN K. BROWN Name: Vann K. Brown Title: Assistant Vice President {/TEXT} {/DOCUMENT} _____________ dt 1583685
Preview Full Doc	1997	Paying Agent Agreement Paying Agent Agreement (27K) Doc #146993: Click preview link for longer preview. PAYING AGENT AGREEMENT This PAYING AGENT AGREEMENT dated as of this _____ day of __________, 1997, by and between The Bank of New York (the "Paying Agent") and WBK STRYPES Trust, a business trust organized pursuant to the Business Trust Act of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. (Sections 3801 et seq.)) (such trust and the trustees thereof acting in their capacity as such being referred to herein as the "Trust") under and by virtue of an Amended and Restated Trust Agreement, dated as of __________, 1997 (the "Trust Agreement"). W I T N E S S E T H WHEREAS, the Trust is a non-diversified, closed-end management investment company, as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), formed to purchase and hold certain zero-coupon U.S. Government securities (the "U.S. Treasury Securities"), to enter into and hold a forward purchase contract with The Bank of New York, as agent and custodian for and on behalf of the Trust and as administrator, National Australia Trustees Limited ("National Australia Trustees") acting as trustee of a trust established pursuant to the Nominee Trust Agreement (hereinafter referred to as the "Contracting Stockholder") and Australian Mutual Provident Society ("AMP"), an Australian mutual insurance company, a stockholder of Westpac Banking Corporation (the "Bank"), and to issue Structured Yield Product Exchangeable for Stock(sm) (the "STRYPES") to the public in accordance with the terms and conditions of the Trust Agreement; WHEREAS, the Trust desires to engage the services of the Paying Agent to assume certain responsibilities and to perform certain duties as the paying agent, transfer agent and registrar with respect to the STRYPES upon the terms and conditions of this Agreement; and WHEREAS, the Paying Agent is qualified and willing to assume such responsibilities and to perform such duties, subject to the supervision of the Trust, on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows: - ---------- {PAGE} Exhibit (k)(2) (sm)Service mark of Merrill Lynch & Co., Inc. ARTICLE I DEFINITIONS 1.1 DEFINITIONS. Capitalized terms not otherwise defined herein shall have the respective meanings specified in the Trust Agreement. ARTICLE II PAYING AGENT 2.1 APPOINTMENT OF PAYING AGENT AND ACCEPTANCE. The Trust Agreement provides that The Bank of New York shall act as the initial Paying Agent. The Bank of New York accepts such appointment and agrees to act in accordance with its standard procedures and the provisions of the Trust Agreement and the provisions set forth in this Article II as Paying Agent with respect to the STRYPES. Without limiting the generality of the foregoing, The Bank of New York, as Paying Agent, agrees that it shall establish and maintain the Trust Account, subject to the provisions of Section 2.3 hereof. 2.2 CERTIFICATES AND NOTICES. The Trust shall deliver to the Paying Agent the certificates and notices required to be delivered to the Paying Agent pursuant to the Trust Agreement, and the Paying Agent shall mail or publish such certificates or notices as required by the Trust Agreement, but the Paying Agent shall have no responsibility to confirm or verify the accuracy of certificates or notices of the Trust so delivered. 2.3 PAYMENTS AND INVESTMENTS. The Paying Agent shall make payments out of the Trust Account as provided for in Section 3.2 of the Trust Agreement. The Paying Agent on behalf of the Trust shall take the actions set forth in Sections 2.6, 2.7, 2.8, 3.4 and 8.3 of the Trust Agreement upon instructions to do so from the Administrator (except that with respect to its obligations under Section 8.3 of the Trust Agreement, the Paying Agent shall act without instructions from the Administrator) and shall invest moneys on deposit in the Trust Account in Temporary Investments in accordance with Section 3.4 of the Trust Agreement. Except as otherwise specifically provided herein or in the Trust Agreement, the Paying Agent shall not have the power to sell, transfer or otherwise dispose of any Temporary Investment prior to the maturity thereof, or to acquire additional Temporary Investments. The Paying Agent shall hold any Temporary Investment to its maturity and shall apply the proceeds thereof paid upon maturity to the payment of the next succeeding Quarterly Distribution. All 146993	BNY Bank of New York ( Money Center Banks ) As referenced in this Paying Agent Agreement: Bank of New York – AGENT AGREEMENT dated as of this _____ day of __________, 1997, by and between The Bank of New York (the "Paying Agent") and WBK STRYPES Trust, a business trust organized pursuant to the Bank of New York, – U.S. Treasury Securities"), to enter into and hold a forward purchase contract with The Bank of New York, as agent and custodian for and on behalf of the Trust and as administrator, Bank of New York – AGENT 2.1 APPOINTMENT OF PAYING AGENT AND ACCEPTANCE. The Trust Agreement provides that The Bank of New York shall act as the initial Paying Agent. The Bank of New York accepts such appointment Bank of New York – provides that The Bank of New York shall act as the initial Paying Agent. The Bank of New York accepts such appointment and agrees to act in accordance with its standard procedures and the Bank of New York, – Paying Agent with respect to the STRYPES. Without limiting the generality of the foregoing, The Bank of New York, as Paying Agent, agrees that it shall establish and maintain the Trust Account, subject dt 41768 ; Merrill Lynch Merrill Lynch & Co., Inc. ( Investment Services ) As referenced in this Paying Agent Agreement: Merrill Lynch & Co – consideration of the premises and the mutual covenants herein contained, the parties agree as follows: - ---------- {PAGE} Exhibit (k)(2) (sm)Service mark of Merrill Lynch & Co ., Inc. ARTICLE I DEFINITIONS 1.1 DEFINITIONS. Capitalized terms not otherwise defined herein shall have the respective meanings specified in the Trust _____________ dt 149357 ; National Australia Trustees Limited;	Westpac Banking Corp.; WBK Strypes Trust
Preview Full Doc	1997	Paying Agent Agreement Paying Agent Agreement (26K) Doc #147004: Click preview link for longer preview. PAYING AGENT AGREEMENT This PAYING AGENT AGREEMENT dated as of this day of September, 1997, by and between The Bank of New York, a New York banking corporation (the "Paying Agent"), and Snyder STRYPES Trust (such trust and the trustees thereof acting in their capacity as such being referred to herein as the "Trust"), a business trust organized pursuant to the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. (Sections 3801 et seq.)) under and by virtue of an Amended and Restated Trust Agreement, dated as of September , 1997 (the "Trust Agreement"). W I T N E S S E T H WHEREAS, the Trust is a non-diversified, closed-end management investment company, as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), formed to purchase and hold certain zero-coupon U.S. Government securities (the "U.S. Treasury Securities"), to enter into and hold a forward purchase contract with The Bank of New York, as agent and custodian for and on behalf of the Trust, and D.M.S. Endowment, LLC, Sutton Partners, LLC, A.O. Roberts, LLC and USN College Marketing, L.P., each being a stockholder of Snyder Communications, Inc., and to issue Structured Yield Product Exchangeable for Stock/(SM)/ (the "STRYPES") to the public in accordance with the terms and conditions of the Trust Agreement; WHEREAS, the Trust desires to engage the services of the Paying Agent to assume certain responsibilities and to perform certain duties as the paying agent, transfer agent and registrar with respect to the STRYPES upon the terms and conditions of this Agreement; and WHEREAS, the Paying Agent is qualified and willing to assume such responsibilities and to perform such duties, subject to the supervision of the Trust, on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows: _____________ /(SM)/ Service mark of Merrill Lynch & Co., Inc. {PAGE} ARTICLE I DEFINITIONS 1.1 DEFINITIONS. Capitalized terms not otherwise defined herein shall have the respective meanings specified in the Trust Agreement. ARTICLE II PAYING AGENT 2.1 APPOINTMENT OF PAYING AGENT AND ACCEPTANCE. The Trust Agreement provides that The Bank of New York shall act as the initial Paying Agent. The Bank of New York accepts such appointment and agrees to act in accordance with its standard procedures and the provisions of the Trust Agreement and the provisions set forth in this Article II as Paying Agent with respect to the STRYPES. Without limiting the generality of the foregoing, The Bank of New York, as Paying Agent, agrees that it shall establish and maintain the Trust Account, subject to the provisions of Section 2.3 hereof. 2.2 CERTIFICATES AND NOTICES. The Trust shall deliver to the Paying Agent the certificates and notices required to be delivered to the Paying Agent pursuant to the Trust Agreement, and the Paying Agent shall mail or publish such certificates or notices as required by the Trust Agreement, but the Paying Agent shall have no responsibility to confirm or verify the accuracy of certificates or notices of the Trust so delivered. 2.3 PAYMENTS AND INVESTMENTS. The Paying Agent shall make payments out of the Trust Account as provided for in Section 3.2 of the Trust Agreement. The Paying Agent on behalf of the Trust shall take the actions set forth in Sections 2.6, 2.7, 2.8, 3.4 and 8.3 of the Trust Agreement upon instructions to do so from the Administrator (except that with respect to its obligations under Section 8.3 of the Trust Agreement, the Paying Agent shall act without instructions from the Administrator) and shall invest moneys on deposit in the Trust Account in Temporary Investments in accordance with Section 3.4 of the Trust Agreement. Except as otherwise specifically provided herein or in the Trust Agreement, the Paying Agent shall not have the power to sell, transfer or otherwise dispose of any Temporary Investment prior to the maturity thereof, or to acquire additional Temporary Investments. The Paying Agent shall hold any Temporary Investment to its maturity and shall apply the proceeds thereof paid upon maturity to the payment of the next succeeding Quarterly Distribution. All such Temporary Investments shall be selected by the Trust from time to time or pursuant to standing instructions from the Trust, and the Paying Agent shall have no liability to the Trust or any Holder or any other Person with respect to any such Temporary Investment. 147004	BNY Bank of New York ( Money Center Banks ) As referenced in this Paying Agent Agreement: Bank of New York, – PAYING AGENT AGREEMENT dated as of this day of September, 1997, by and between The Bank of New York, a New York banking corporation (the "Paying Agent"), and Snyder STRYPES Trust (such trust Bank of New York, – U.S. Treasury Securities"), to enter into and hold a forward purchase contract with The Bank of New York, as agent and custodian for and on behalf of the Trust, and D.M. Bank of New York – AGENT 2.1 APPOINTMENT OF PAYING AGENT AND ACCEPTANCE. The Trust Agreement provides that The Bank of New York shall act as the initial Paying Agent. The Bank of New York accepts such appointment Bank of New York – provides that The Bank of New York shall act as the initial Paying Agent. The Bank of New York accepts such appointment and agrees to act in accordance with its standard procedures and the Bank of New York, – Paying Agent with respect to the STRYPES. Without limiting the generality of the foregoing, The Bank of New York, as Paying Agent, agrees that it shall establish and maintain the Trust Account, subject dt 41772 ; Merrill Lynch Merrill Lynch & Co., Inc. ( Investment Services ) As referenced in this Paying Agent Agreement: Merrill Lynch & Co – NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows: _____________ /(SM)/ Service mark of Merrill Lynch & Co ., Inc. {PAGE} ARTICLE I DEFINITIONS 1.1 DEFINITIONS. Capitalized terms not otherwise defined herein shall have the respective meanings specified in the _____________ dt 149361 ; D.M.S. Endowment, LLC;	Sutton Partners, LLC; A.O. Roberts, LLC; More...