Registered Medium-Term Note Program Takedown Checklist


Summary

This checklist provides the actions and documents necessary for issuing securities under a registered medium-term note (MTN) program (each such issuance, a "takedown"). As the documents and roles of the various parties can vary from program to program, counsel should conform this list to the specific facts and circumstances of each particular transaction. This checklist assumes that (1) agents' counsel (AC) will act as "transaction counsel," with issuer's counsel (IC) playing an important, but supporting, role, (2) there are multiple agents, with one financial institution acting as lead agent (LA), (3) the issuer has elected to use the "pay as you go" method of fee payment under Rule 456(b) under the Securities Act of 1933, as amended (17 C.F.R. § 230.456(b)) (the Securities Act), (4) the takedown is being conducted on an underwritten basis, and (5) the takedown is not occurring concurrently with establishment of the program.