U.s. Distribution Agreement Sample Contracts

Exhibit 1(b) GENERAL ELECTRIC CAPITAL CORPORATION Global Medium-Term Notes Due From 9 Months to 60 Years from Date of Issue THIRD AMENDED AND RESTATED U.S. DISTRIBUTION AGREEMENT as of March 29, 2006 CITIGROUP CAPITAL MARKETS INC. 388 Greenwich Street...
u.s. Distribution Agreement • March 29th, 2006 • General Electric Capital Corp • Personal credit institutions • New York
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DEUTSCHE BANK AKTIENGESELLSCHAFT WARRANTS July 31, 2015 To the Agents listed on the signature page hereof, and each person that shall have become an Agent as provided in Section 2(d) hereof: Dear Sirs/Mesdames: Deutsche Bank Aktiengesellschaft, a bank...
u.s. Distribution Agreement • May 5th, 2020 • New York

The Securities will be issued pursuant to the provisions of a warrant agreement, dated as of November 15, 2007, among the Bank and Deutsche Bank Trust Company Americas, as warrant agent (including any successor warrant agent thereunder, the “Warrant Agent”) (as supplemented by the first amendment to the warrant agreement dated as of January 1, 2015 and as may be further supplemented or amended from time to time, the “Warrant Agreement”). The Securities will have the exercise prices, expiration dates, the amount of cash or other property deliverable or payable upon exercise, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus (as defined below) and in Term Sheets (as defined in Section 3(a) below).

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DEUTSCHE BANK AKTIENGESELLSCHAFT Senior Debt Funding Notes, Series E
u.s. Distribution Agreement • August 21st, 2018 • Deutsche Bank Aktiengesellschaft • State commercial banks • New York

To the Agents listed on the signature page hereof, and each person that shall have become an Agent as provided in Section 2(d) hereof:

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MORGAN STANLEY Global Medium Term Notes, Series F Global Units, Series F
u.s. Distribution Agreement • November 16th, 2023 • Morgan Stanley Finance LLC • Asset-backed securities • New York

Morgan Stanley, a Delaware corporation (“Morgan Stanley”), confirms its agreement with you with respect to the issue and sale from time to time by Morgan Stanley of up to U.S. $708,684,724,362 (or the equivalent thereof in one or more currencies other than U.S. dollars) aggregate initial public offering price, as such amount may be increased from time to time upon due authorization by Morgan Stanley, of its Global Medium Term Notes, Series F and its Global Medium Term Notes, Series I (together, the “Morgan Stanley Notes”), its Global Units, Series F (the “Morgan Stanley Units”) and its Global Warrants, Series F (the “Morgan Stanley Warrants”), in each case subject to reduction as a result of (A) the prior sale of Program Securities (as defined below) or (B) the prior or future sale of (i) Morgan Stanley’s Global Medium-Term Notes Series G, Series H, Series J and Series K, primarily outside of the United States, (ii) Morgan Stanley’s Global Units, Series G and Series H, primarily outsid

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DEUTSCHE BANK AKTIENGESELLSCHAFT Global Notes, Series A
u.s. Distribution Agreement • October 1st, 2009 • Deutsche Bank Aktiengesellschaft • State commercial banks • New York

The Notes will be issued as senior indebtedness of the Bank. The Notes will be issued pursuant to the provisions of an indenture, dated as of November 22, 2006, among the Bank, Law Debenture Trust Company of New York, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as issuing agent, paying agent and registrar (as it may be supplemented or amended from time to time, the “Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and in Term Sheets (as defined below).

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MORGAN STANLEY Global Medium Term Notes, Series F Global Units, Series F Global Warrants, Series F
u.s. Distribution Agreement • November 19th, 2014 • Morgan Stanley Capital Trust XII • Finance services • New York

Morgan Stanley, a Delaware corporation (the “Company”), confirms its agreement with you with respect to the issue and sale from time to time by the Company of up to $323,289,109,333 (or the equivalent thereof in one or more currencies other than U.S. dollars) aggregate initial public offering price, as such amount may be increased from time to time upon due authorization by the Company, of its Global Medium Term Notes, Series F (the “Notes”), its Global Units, Series F (the “Units”) and its Global Warrants, Series F (the “Warrants” and, together with the Notes, the Units and any other securities that may be offered by post-effective amendment to the Registration Statement referred to below, the “Program Securities”), in each case subject to reduction as a result of (A) the prior sale of the Company’s Notes, Units and Warrants and (B) the prior or future sale of the Company’s (i) Global Medium Term Notes, Series G and Series H, primarily outside of the United States, (ii) Global Units,

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Re: Amendment No. 1 to Amended and Restated
u.s. Distribution Agreement • September 7th, 2010 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

We refer to the Amended and Restated U.S. Distribution Agreement dated as of September 17, 2007 (the “Distribution Agreement”), by and among Parker-Hannifin Corporation, an Ohio corporation (the “Company”), and the Agents named therein, relating to the issue and sale from time to time by the Company of its Medium-Term Notes, Series A, due nine months or more from date of issue (the “Notes”).

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PEPSICO, INC. Debt Securities, Warrants and Units U.S. DISTRIBUTION AGREEMENT
u.s. Distribution Agreement • October 13th, 2011 • Pepsico Inc • Beverages • New York

THIS DISTRIBUTION AGREEMENT, dated as of _________________, among PepsiCo, Inc., a corporation organized under the laws of the State of North Carolina (the “Company”), and the banks set forth in Schedule I hereto (individually, the “Bank” and collectively, the “Banks”).

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GENERAL ELECTRIC CAPITAL CORPORATION Global Medium-Term Notes Due From 9 Months to 60 Years from Date of Issue AMENDED AND RESTATED U.S. DISTRIBUTION AGREEMENT as of November 21, 2014
u.s. Distribution Agreement • November 21st, 2014 • General Electric Capital Corp • Personal credit institutions • New York
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PEPSICO, INC. Debt Securities, Warrants and Units U.S. DISTRIBUTION AGREEMENT
u.s. Distribution Agreement • October 15th, 2008 • Pepsico Inc • Beverages • New York

THIS DISTRIBUTION AGREEMENT, dated as of , among PepsiCo, Inc., a corporation organized under the laws of the State of North Carolina (the “Company”), and the banks set forth in Schedule I hereto (individually, the “Bank” and collectively, the “Banks”).

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THE ROYAL BANK OF SCOTLAND N.V. RBS HOLDINGS N.V. RBS NotesSM SECOND LETTER AGREEMENT RE
u.s. Distribution Agreement • December 7th, 2010 • RBS Holdings N.V. • Commercial banks, nec • New York
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ABN AMRO BANK N.V. ABN AMRO HOLDING N.V. ABN NotesSM FORM OF U.S. DISTRIBUTION AGREEMENT
u.s. Distribution Agreement • September 29th, 2006 • Abn Amro Bank Nv • Commercial banks, nec • New York

Book-Entry Notes, which may be payable in either U.S. dollars or other specified currencies, will be issued in accordance with the administrative procedures set forth in Part I hereof as they may subsequently be amended as the result of changes in DTC’s operating procedures. Certificated Notes will be issued in accordance with the administrative procedures set forth in Part II hereof.

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THE ROYAL BANK OF SCOTLAND GROUP PLC Series A Senior Notes U.S. DISTRIBUTION AGREEMENT
u.s. Distribution Agreement • September 14th, 2011 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York

(in the case of a Note, a “Book-Entry Note”) or (ii) a certificate delivered to the holder thereof or a person designated by such holder, a “Certificated Note”. Except as set forth in the applicable Indenture, an owner of a Book-Entry Note, as the case may be, will not be entitled to receive a Certificated Note.

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MORGAN STANLEY Global Medium Term Notes, Series F Global Units, Series F Global Warrants, Series F
u.s. Distribution Agreement • December 23rd, 2008 • Morgan Stanley Capital Trust XI • Finance services • New York

Morgan Stanley, a Delaware corporation (the “Company”) confirms its agreement with you with respect to the issue and sale from time to time by the Company of up to $165,452,274,876 (or the equivalent thereof in one or more currencies other than U.S. dollars) aggregate initial public offering price, as such amount may be increased from time to time upon due authorization by the Company, of its Global Medium Term Notes, Series F (the “Notes”), its Global Units, Series F (the “Units”) and its Global Warrants, Series F (the “Warrants” and, together with the Notes, the Units and any other securities that may be offered by post-effective amendment to the Registration Statement referred to below, the “Program Securities”), in each case subject to reduction as a result of (A) the prior sale of the Company’s Notes, Units and Warrants and (B) the prior or future sale of the Company’s (i) Global Medium Term Notes, Series G and Series H, primarily outside of the United States, (ii) Global Units, S

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CONFIDENTIAL TREATMENT REQUESTED * Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. U.S. DISTRIBUTION AGREEMENT This U.S....
u.s. Distribution Agreement • March 16th, 2000 • Supergen Inc • Pharmaceutical preparations • Illinois
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AMENDMENT NO. 1 to the SECOND AMENDED AND RESTATED U.S. DISTRIBUTION AGREEMENT dated as of April 16, 2002 GENERAL ELECTRIC CAPITAL CORPORATION
u.s. Distribution Agreement • March 5th, 2003 • General Electric Capital Corp • Personal credit institutions • New York

AMENDMENT NO. 1, dated as of November 22, 2002, to the Second Amended and Restated U.S. Distribution Agreement dated as of April 16, 2002 (as so amended and restated, the “U.S. Distribution Agreement”) among General Electric Capital Corporation (the “Company”) and the other parties thereto. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to them in the U.S. Distribution Agreement.

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GENERAL ELECTRIC CAPITAL CORPORATION Global Medium-Term Notes Due From 9 Months to 60 Years from Date of Issue AMENDED AND RESTATED U.S. DISTRIBUTION AGREEMENT as of December 1, 2011
u.s. Distribution Agreement • December 1st, 2011 • General Electric Capital Corp • Personal credit institutions • New York
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THE ROYAL BANK OF SCOTLAND PLC THE ROYAL BANK OF SCOTLAND GROUP PLC RBS NotesSM U.S. DISTRIBUTION AGREEMENT
u.s. Distribution Agreement • August 25th, 2010 • Royal Bank of Scotland Group PLC • Commercial banks, nec • New York

the Issuer, the Guarantor, the Trustee and the Securities Administrator, the Securities Administrator will be the Authenticating Agent, Paying Agent, Senior Debt Securities Registrar and Transfer Agent for the Notes. The Securities Administrator will perform the duties specified herein. Each Note will be represented by either (i) a Global Note (as defined below) and delivered to the Securities Administrator, as agent for The Depository Trust Bank (“DTC”), and recorded in the book-entry system maintained by DTC (in the case of a Note, a “Book-Entry Note” or (ii) a certificate delivered to the holder thereof or a person designated by such holder, a “Certificated Note”. Except as set forth in the Indenture, an owner of a Book-Entry Note, as the case may be, will not be entitled to receive a Certificated Note.

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PARKER-HANNIFIN CORPORATION Medium-Term Notes, Series A Due Nine Months or More from Date of Issue AMENDED AND RESTATED U.S. DISTRIBUTION AGREEMENT
u.s. Distribution Agreement • November 17th, 2003 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

ended the date of such unaudited balance sheet, in consolidated net sales, consolidated net income before taxes, or net income, except in all cases for changes or decreases which the Prospectus discloses have occurred or may occur or as may be set forth in such letter.

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LLOYDS BANK PLC LLOYDS BANKING GROUP PLC Medium-Term Notes, Series A U.S. Distribution Agreement
u.s. Distribution Agreement • June 2nd, 2016 • Lloyds Bank PLC • Commercial banks, nec • New York

This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. This Agreement may be executed in one or more counterparts and the executed counterparts taken together shall constitute one and the same agreement.

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ABN AMRO BANK N.V. ABN AMRO HOLDING N.V. ABN NotesSM AGENT ACCESSION LETTER
u.s. Distribution Agreement • September 29th, 2009 • Abn Amro Bank Nv • Commercial banks, nec
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CONFIDENTIAL TREATMENT REQUEST * Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. U.S. DISTRIBUTION AGREEMENT This U.S. Distribution...
u.s. Distribution Agreement • January 7th, 2000 • Supergen Inc • Pharmaceutical preparations • Illinois
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PARKER-HANNIFIN CORPORATION Medium-Term Notes, Series A Due Nine Months or More from Date of Issue AMENDED AND RESTATED U.S. DISTRIBUTION AGREEMENT
u.s. Distribution Agreement • September 7th, 2010 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

corresponding period of the previous year and with the period of corresponding length ended the date of such unaudited balance sheet, in consolidated net sales, consolidated net income before taxes, or net income, except in all cases for changes or decreases which the Prospectus and the Time of Sale Prospectus disclose have occurred or may occur or as may be set forth in such letter.

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PARKER-HANNIFIN CORPORATION Medium-Term Notes, Series A Due Nine Months or More from Date of Issue AMENDED AND RESTATED U.S. DISTRIBUTION AGREEMENT
u.s. Distribution Agreement • September 17th, 2007 • Parker Hannifin Corp • Miscellaneous fabricated metal products • New York

corresponding period of the previous year and with the period of corresponding length ended the date of such unaudited balance sheet, in consolidated net sales, consolidated net income before taxes, or net income, except in all cases for changes or decreases which the Prospectus and the Time of Sale Prospectus disclose have occurred or may occur or as may be set forth in such letter.

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McDonald’s Corporation Medium-Term Notes, Series I Due from 1 Year to 60 Years from Date of Issue
u.s. Distribution Agreement • December 15th, 2006 • McDonalds Corp • Retail-eating places • Illinois

Citigroup Global Markets Inc. 388 Greenwich Street, 34 Floor New York, New York 10013 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center, 11th Floor New York, New York 10080

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ABN AMRO BANK N.V. ABN AMRO HOLDING N.V. ABN NotesSM U.S. DISTRIBUTION AGREEMENT
u.s. Distribution Agreement • September 29th, 2009 • Abn Amro Bank Nv • Commercial banks, nec • New York

Book-Entry Notes, which may be payable in either U.S. dollars or other specified currencies, will be issued in accordance with the administrative procedures set forth in Part I hereof as they may subsequently be amended as the result of changes in DTC’s operating procedures. Certificated Notes will be issued in accordance with the administrative procedures set forth in Part II hereof.

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ABN AMRO BANK N.V. ABN AMRO HOLDING N.V. ABN NotesSM LETTER AGREEMENT RE U.S. DISTRIBUTION AGREEMENT
u.s. Distribution Agreement • September 29th, 2009 • Abn Amro Bank Nv • Commercial banks, nec • New York

Reference is made to the U.S. Distribution Agreement dated September 29, 2006 among ABN AMRO Bank N.V., a public limited liability company incorporated under the laws of The Netherlands (the “Bank”), ABN AMRO Holding N.V., a public limited liability company incorporated under the laws of The Netherlands (“Holding”), and the other agents signatory thereto, as supplemented by the Agent Accession Letter dated as of September 14, 2009, among the Bank, Holding and you (as so supplemented, the “Distribution Agreement”) with respect to the issue and sale from time to time by the Bank, (each, an “offering”) of up to $7,500,000,000 (or the equivalent thereof in one or more foreign currencies) aggregate initial public offering price of its senior notes (the “Notes”), subject to reduction as a result of the sale by the Bank of any other debt securities sold pursuant to Registration Statement Nos. 333-137691 and 333-137691-02 (the “Original Registration Statement”); it being understood that the ot

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