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EXHIBIT 10.6
COMMERCIAL PAPER PLACEMENT AGREEMENT
THIS AGREEMENT is entered into as of November 10, 1995, by and between
AMCORE Financial, Inc. Corporation (hereinafter referred to as "Issuer"), a
corporation with a place of business at 000 0xx Xxxxxx, Xxxxxxxx, XX 00000 and
M&I Xxxxxxxx & Xxxxxx Bank, (hereinafter referred to as "Agent"), 000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000.
W I T N E S S E T H:
WHEREAS, Issuer desires to sell, from time to time, interest bearing or
discounted short-term unsecured debt obligations having maturities of no more
than two hundred seventy (270) days (hereinafter such debt obligations being
referred to as "Commercial Paper"); and
WHEREAS, Issuer desires to retain Agent to advise Issuer with respect
to its issuance of Commercial Paper, to solicit purchasers for such Commercial
Paper as Issuer from time to time advises Agent it desires to issue, and to
place Commercial Paper with purchasers (hereinafter "Purchaser" or
"Purchasers"); and
WHEREAS, Issuer desires to compensate Agent for the services Agent will
be performing for Issuer from time to time as herein described.
NOW, THEREFORE, in consideration of the premises and the undertakings
hereinafter set forth, Issuer and Agent hereby agree as follows:
Section 1. DEFINITIONS. As used in this Agreement, including the Exhibits
attached hereto, the following terms shall have the following
meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
"AUTHORIZED PERSONS OF ISSUER" shall mean the individuals whose
names appear in Exhibit A attached hereto and made a part hereof (as
such Exhibit may be revised from time to time by written notice
given to Agent by Issuer).
"BACK-UP LINES OF CREDIT" shall mean those lines of credit listed on
the Certificate attached hereto as Exhibit B, as such Certificate
may be amended from time to time by the Issuer as provided herein.
"ISSUER'S BOOK ENTRY COMMERCIAL PAPER TRANSACTION" shall mean
Issuer's Commercial Paper which Agent has placed from time to time
with a Purchaser, with issuance and sale of such Commercial Paper,
including the principal amount, rate, discount (if applicable) and
maturity thereof, (i) being manifested on Issuer's books and
records, and (ii) not being represented by a promissory note
instrument of Issuer.
"ISSUER'S COMMERCIAL PAPER" shall mean Issuer's interest bearing or
discounted short-term unsecured debt obligations issued hereunder,
evidenced either by Issuer's Book Entry Commercial Paper
Transactions, or substituted promissory notes given therefor, issued
in minimum denominations of $100,000 (for maturities from 15 days to
270 days), or in minimum denominations of $100,000 (for maturities
from 5 days to 14 days).
"SETTLEMENT DATE" shall mean the date on which payment in
immediately available funds is made by Purchaser to Issuer of the
purchase price of Issuer's Commercial Paper under an Issuer's Book
Entry Commercial Paper Transaction; provided that such payment from
Purchaser to Issuer may be accomplished, at Agent's discretion,
through a special clearing account established with agent for such
purpose, and in such case
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"SETTLEMENT DATE" shall mean the date on which payment in
immediately available funds of the purchase price is made to Issuer
from Agent's special clearing account.
Section 2. AGGREGATE LIMITS ON ISSUER'S COMMERCIAL PAPER. Issuer covenants and
agrees that the outstanding principal amount owing under Issuer's
Commercial Paper placed by Agent with Purchasers pursuant to this
Agreement, when added to the amounts drawn and outstanding under
Back-Up Lines of Credit, shall not at any time exceed $25,000,000.
Section 3. CERTAIN RELATIONSHIPS CREATED BETWEEN ISSUER AND AGENT; SCOPE OF
AGENT'S DUTIES. Agent will be acting hereunder as Issuer's agent to
assist Issuer in selling Issuer's Commercial Paper without recourse
and solely upon the order and for the account of Issuer. Agent will
limit its solicitation of prospective Purchasers of Issuer's
Commercial Paper to institutional investors or other sophisticated
investors who normally purchase commercial paper. Agent will not
make any general solicitation or advertisement to the public with
respect to a particular placement of Issuer's Commercial Paper.
Commercial paper issued by the Issuer from time to time hereunder
shall be issued in reliance upon the commercial paper exemption from
registration contained in Section 3(a)(3) of the Securities Act of
1933, as amended, and the appropriate exemption from registration
contained in applicable state securities laws. Agent will in no
event purchase or repurchase Issuer's Commercial Paper for Agent's
own account, nor will Agent take any ownership interest of any kind
in any of the Issuer's Commercial Paper placed hereunder.
Section 4. PROCEDURES. With respect to the sale from time to time of Issuer's
Commercial Paper, the Agent and Issuer shall follow the procedures
described in this Section:
(a) When Issuer desires Agent's assistance in the sale of Issuer's
Commercial Paper, an Authorized Person of Issuer will contact a duly
authorized employee of Agent and inform Agent of the amount of
commercial paper that Issuer desires to issue. Such Authorized
Person of Issuer and authorized employee of Agent will then mutually
agree on other details respecting the proposed issuance of Issuer's
Commercial Paper, including, without limitation, rate, maturity date
and proposed Settlement Date.
(b) Following such advice from Issuer referred to in subparagraph
(a), Agent will solicit Purchasers for Issuer's Commercial Paper as
described in Section 3. Upon negotiating a sale to Purchaser, on
each Settlement Date, Agent will debit Purchaser's account with
Agent, and credit Issuer's Account #19313 with Agent, with credit
advice to Issuer, in immediately available funds, (i) the total
principal amount of interest bearing Issuer Commercial Paper
purchased by Purchaser, scheduled to be settled on such date, and/or
(ii) the total net proceeds of Issuer's Commercial Paper, purchased
by Purchaser at a discount, scheduled to be settled on such date.
(c) Daily cutoff time for same day settlement shall be 12:00 Noon.
(d) On the maturity dates specified the Agent shall charge Issuer's
Account #19313 with Agent, with debit advice to Issuer, for the
total amount of principal and interest payable to Purchasers with
respect to Issuer's Book Entry Commercial Paper Transactions
maturing on such dates, and Agent shall forthwith credit such
amounts in immediately available funds to Purchasers' accounts
maintained with Agent for such purpose.
(e) So long as Issuer has Issuer Commercial Paper outstanding
hereunder, Issuer agrees to maintain with Agent the accounts
referred to in subparagraphs (b) and (d) above.
(f) Agent may establish and utilize such special clearing accounts
as may be necessary or appropriate to carry out the transactions
contemplated by this section.
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Section 5. SUBSTITUTION. If at any time requested in writing by Agent,
Issuer shall promptly issue and deliver to Agent a promissory
note in customary form, payable to bearer or to Agent (as
designated by Agent), in substitution for and in cancellation
of any Issuer Book Entry Commercial Paper Transaction. Agent
will make such substitution request of Issuer only in the event
that a Purchaser has requested Agent to obtain delivery and
possession of a promissory note to evidence Issuer's obligation
to Purchaser, in lieu of and in substitution for Issuer's Book
Entry Commercial Paper Transaction. Upon maturity of any such
substituted promissory note, the payment procedures specified
in Section 4(d) above shall be followed, and Agent thereafter
shall promptly return to the Issuer the original promissory
note marked "paid".
Section 6. TERMINATION. Either the Issuer or Agent may terminate this
Agreement at any time by written notice to the other, but such
termination shall not affect their respective rights,
duties and obligations with respect to Issuer's Commercial
Paper transactions entered into prior to such termination.
Section 7. FINANCIAL REPORTS AND BACK-UP LINE OF CREDIT CERTIFICATES. On a
quarterly basis, Issuer will submit such financial statements
to Agent as Agent may reasonably request, which financial
statements will show the results of Issuer's operations for the
preceding three months. In addition to such financial
statements, Issuer will provide Agent with a certificate
substantially similar to Exhibit B attached hereto, signed by
an Authorized Person of Issuer, certifying to Agent that Issuer
has confirmed Back-Up Lines of Credit in place to cover
Issuer's Commercial Paper then outstanding.
Section 8. AGENT'S FEES. Agent will charge and collect from Issuer, on a
monthly basis, fees for Agent's services, determined as
provided in this Section. On the 7th business day of each
month, Agent will charge and collect fees from Issuer's Account
#17313 for each Issuer Book Entry Commercial Paper Transaction
during the preceding month (each such transaction being
hereinafter referred to as a "Unit".) Fees for each Unit
will be determined by multiplying the principal amount of each
Unit times a rate of .0015% per annum for the number of days
from and including Settlement Date to the scheduled maturity
date of the Unit, calculated on the basis of a year of 360
days; provided, however, that the minimum per Unit fee in any
event shall be $10.
Section 9. ISSUER COVENANTS, REPRESENTATIONS AND WARRANTIES. Issuer
covenants and agrees that it will at all times, so long as
there is Issuer Commercial Paper outstanding hereunder, have
and maintain confirmed Back-Up Lines of Credit in place and
available to be drawn upon in an amount at least equal to
amounts outstanding under Issuer's Commercial Paper. Issuer
will pay all such fees and charges as may become due and owing
to keep such Back-Up Lines of Credit valid, binding and in
full force and effect, and will not take or refuse to take any
action, or permit any condition to arise or occur, which would
amount to a breach of any term or condition of any Back-Up Line
of Credit such that the obligor thereof could consider the
Issuer to be in default thereunder. Issuer represents and
warrants to Agent that the execution of this Agreement and
performance by Issuer hereunder have been duly authorized by
all necessary corporate action, and Issuer shall deliver to
Agent at the time of executing this Agreement a Certificate
substantially similar to Exhibit C attached hereto, confirming
such due corporate authority and related matters. Issuer
further represents and warrants that its execution and
performance hereunder will not contravene or otherwise be in
conflict with any bylaw, agreement, understanding or order
related to Issuer or as to which Issuer is a party. Issuer's
representations and warranties contained herein shall survive
execution of this Agreement.
Section 10. INFORMATION REPORTING. Agent shall comply with all applicable
information reporting and backup withholding requirements
imposed on Agent under the Internal Revenue
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Code of 1954, as amended, arising from Agent's role as
"middleman" as defined in IRS Reg. 1.6049-1(f)(4), with
respect to interest payments on Issuer's Commercial Paper
placed by Agent with Purchasers.
Section 11. NO LEGAL ADVICE. In entering into this Agreement, Issuer
acknowledges that Agent has not rendered to Issuer, nor has
Issuer sought from Agent, legal advice of any kind of nature
respecting the subject matter contained herein or the duties to
be performed hereunder by the parties hereto, and Issuer has
relied upon advice and opinions of its counsel with respect to
this Agreement.
Section 12. ENTIRE AGREEMENT. This Agreement, including the Exhibits
attached hereto, contains and constitutes the entire and only
agreement and understanding by and between Issuer and Agent
respecting the subject matter hereof, and cannot be changed,
modified, supplemented, amended or waived except as expressly
set forth in a written instrument signed by an Authorized
Person of Issuer and an authorized employee of Agent.
Section 13. GOVERNING LAW. The terms and provisions of this Agreement and
the rights, duties and obligations of Issuer and Agent
hereunder shall be governed by and construed in accordance
with the laws of the State of Wisconsin.
IN WITNESS WHEREOF, Issuer and Agent have caused this Agreement to be
signed by duly authorized officers, as of the day and year first above written.
ISSUER: AMCORE FINANCIAL, INC.
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By: XXXX X. XXXXX
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Its: Senior Vice President &
Chief Financial Officer
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AGENT: M&I XXXXXXXX & XXXXXX BANK
By:
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Its:
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