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Agency Agreement
Agency Agreement (127K)
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Agency Agreement
Perpetual Trustees Victoria Limited
Interstar Securitisation Management Pty Limited
Interstar Securities (Australia) Pty Limited
[The Bank of New York, New York Branch]
Interstar Millennium Trusts
Interstar Millennium Series 2003-3G Trust
Allens Arthur Robinson
The Chifley Tower
2 Chifley Square
Sydney NSW 2000
Australia
Tel 61 2 9230 4000
Fax 61 2 9230 5333
(C) Copyright Allens Arthur Robinson 2003
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Agency Agreement [ALLENS ARTHUR ROBINSON LOGO]
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Table of Contents
{TABLE}
{S} {C}
1. Definitions and Interpretation 2
1.1 Definitions 2
1.2 Definitions in Master Trust Deed, Series Notice, Note Trust Deed and Conditions 3
1.3 Interpretation 3
1.4 Document or agreement 3
1.5 Transaction Document 4
1.6 Trustee as trustee 4
2. Appointment of Paying Agents 4
3. Payment 5
3.1 Payment by Trustee 5
3.2 Confirmation 5
3.3 Payments by Paying Agents 5
3.4 Method of Payment - Global Notes 5
3.5 Method of payment - Definitive Notes 6
3.6 Late payment 6
3.7 Notice of non-receipt 7
3.8 Reimbursement 7
3.9 Method of payment 7
3.10 No fee 8
3.11 Trust 8
4. Repayment 8
5. Appointment of the Calculation Agent 8
6. Duties of the Calculation Agent 9
7. Note Trustee 10
8. Early redemption of Non-A$ Notes 11
9. Pro Rata Redemption, Purchases and Cancellation of Notes 11
10. Notices to Non-A$ Noteholders 15
11. Documents and forms 15
12. Authentication 16
13. Indemnity 16
14. The Note Register 17
14.1 Appointment of Note Registrar 17
14.2 Details to be kept on the Note Register 17
14.3 Payments of Principal and Interest 17
14.4 Place of keeping Register, copies and access 18
14.5 Details on Note Register conclusive 18
14.6 Alteration of details on Note Register 18
14.7 Rectification of Note Register 18
14.8 Correctness of Note Register 19
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Page (i)
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Agency Agreement [ALLENS ARTHUR ROBINSON LOGO]
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{TABLE}
{S} {C}
15. Changes of Note Registrar 19
15.1 Removal 19
15.2 Resignation 19
15.3 Limitation 19
15.4 Successor to Note Registrar 19
16. General 20
16.1 Meetings of Non-A$ Noteholders 20
16.2 Agency 20
16.3 Identity 20
16.4 No set-off 21
16.5 Reliance 21
16.6 Entitled to deal 21
16.7 Consultation 21
16.8 Duties 22
17. Changes in Paying Agents and Calculation Agent 22
17.1 Removal 22
17.2 Resignation 23
17.3 Limitation 23
17.4 Delivery of amounts 23
17.5 Successor Paying Agents 24
17.6 Successor to Calculation Agent 24
17.7 Notice to Non-A$ Noteholders 25
17.8 Change in Paying Office or Specified Office 25
18. Fees and expenses 26
19. Waivers, remedies cumulative 26
20. Severability of provisions 27
21. Assignments 27
22. Notices 27
22.1 General 27
22.2 Details 27
22.3 Communication through Principal Paying Agent 30
23. Limited recourse 30
23.1 General 30
23.2 Liability of Trustee limited to its right to indemnity 30
23.3 Unrestricted remedies 31
23.4 Restricted remedies 31
24. Counterparts 32
25. Governing law 32
26. Successor trustee 32
{/TABLE}
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Page (ii)
{PAGE}
Agency Agreement [ALLENS ARTHUR ROBINSON LOGO]
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Date 2003
Parties
1. Perpetual Trustees Victoria Limited (ABN 47 004 027 258) of Level 4,
333 Collins Street, Melbourne, Victoria in its capacity as trustee of
Interstar Millennium Series 2003-3G Trust (the Trustee);
2. Interstar Securitisation Management Pty Limited (ABN 56 100 346 898)
of Level 28, 367 Collins Street, Melbourne, Victoria in its capacity
as Trust Manager (the Trust Manager);
3. Interstar Securities (Australia) Pty Limited (ABN 72 087 271 109) of
Level 31, 367 Collins Street, Melbourne, Victoria in its capacity as
Servicer (the Servicer); and
4. [The Bank of New York, New York Branch] as principal paying agent for
the Non-A$ Notes described below (the Principal Paying Agent, which
expression shall, wherever the context requires, include any successor
principal paying agent from time to time under this agreement) and as
trustee for the Non-A$ Noteholders (the Note Trustee, which expression
shall, wherever the context requires, include any other trustee or
trustees from time to time under the Note Trust Deed) and as
calculation agent in relation to the Non-A$ Notes described below (the
Calculation Agent, which expression shall, wherever the context
requires, include any successor reference agent from time to time) and
as note registrar in relation to the Non-A$ Notes described below (the
Note Registrar, which expression shall, wherever the context requires,
include any successor note registrar from time to time under this
agreement).
Recitals
A The Trustee proposes to issue US$[500,000,000] of Class A2 Mortgage
Backed Floating Rate Notes and US$[*] of Class B1 Mortgage Backed
Floating Rate Notes (the US$ Notes) and (euro)[*] of Class A3 Mortgage
Backed Floating Rate Notes (the Class A3 Notes and, together with the
US$ Notes, the Non-A$ Notes).
B The US$ Notes, upon original issue, will be issued in the form of a
Class A2 Global Note (in the case of the Class A2 Notes) and a Class
B1 Global Note (in the case of the Class B1 Notes). The Trustee shall,
on the date of this deed, deliver or arrange the delivery on its
behalf of each Global Note for US$ Notes to the Principal Paying
Agent, as agent for the relevant Clearing Agency. Each Global Note for
US$ Notes shall initially be registered on the Note Register in the
name of Cede & Co, as nominee of DTC, and no Note Owner will receive a
Definitive Note representing such Note Owner's interest in such US$
Note, except as provided in the Note Trust Deed.
C The Class A3 Notes will be represented initially by the Temporary
Class A3 Global Note. Interests in the Temporary Class A3 Global Note
will be exchangeable (provided that certification of non-US beneficial
ownership has been received by the Principal Paying
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Page 1
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Agency Agreement [ALLENS ARTHUR ROBINSON LOGO]
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Agent) 40 days after the Closing Date for the Permanent Class A3
Global Note in accordance with the terms of the Temporary Class A3
Global Note. The Temporary Class A3 Global Note will be deposited on
the date of this agreement with the common depository for each of
Euroclear and Clearstream, Luxembourg, for the respective accounts of
Euroclear and Clearstream, Luxembourg. The Class A3 Notes so
represented shall be credited to the respective accounts of the Class
A3 Noteholders. The Permanent Class A3 Global Note will be deposited
on the date of this agreement with the common depository for each of
Euroclear and Clearstream, Luxembourg, to be held for exchange (in
whole or in part) from the Temporary Class A3 Global Note in
accordance with the terms of the Temporary Class A3 Global Note. The
Global Notes for Class A3 Notes will be exchangeable for Class A3
Notes in definitive form with Coupons and Talons, in the circumstances
specified in those Global Notes.
D The Non-A$ Notes will be constituted by the Note Trust Deed, the
Series Notice and the Master Trust Deed.
E The Non-A$ Notes will be secured on the terms of the Security Trust
Deed.
F The Trustee wishes to appoint the Principal Paying Agent as principal
paying agent in respect of the Non-A$ Notes and has entered into this
agreement to provide for the terms and conditions of that appointment.
G The Trustee wishes to appoint the Calculation Agent as its reference
agent in respect of the Non-A$ Notes and has entered into this
agreement to provide for the terms and conditions of that appointment.
H The Trustee wishes to appoint the Note Registrar as note registrar in
respect of the US$ Notes and has entered into this agreement to
provide for the terms and conditions of that appointment.
--------------------------------------------------------------------------------
IT IS AGREED as follows.
1. Definitions and Interpretation
--------------------------------------------------------------------------------
1.1 Definitions
The following definitions apply unless the context requires otherwise.
Determination Date means, in relation to a Payment Date, the date which is
4 Business Days before that Payment Date.
Master Trust Deed means the Master Trust Deed for the Interstar Millennium
Trusts dated 2 December 1999 between the Trustee as trustee and Interstar
Securities (Australia) Pty Limited.
Notice of Creation of Trust means the Notice of Creation of Trust dated [*]
2003 issued under the Master Trust Deed in relation to the Trust.
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Page 2
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Agency Agreement [ALLENS ARTHUR ROBINSON LOGO]
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Paying Agent means any person for the time being appointed as a Paying
Agent under this agreement and includes the Principal Paying Agent.
117949
|
 Cede
As referenced in this Agency Agreement:
Cede & Co – for
US$ Notes shall initially be registered on the Note Register in the
name of Cede & Co , as nominee of DTC, and no Note Owner will receive a
Definitive Note representing
dt 38739
;
BNY
As referenced in this Agency Agreement:
Bank of New York, – Perpetual Trustees Victoria Limited
Interstar Securitisation Management Pty Limited
Interstar Securities (Australia) Pty Limited
[The Bank of New York, New York Branch]
Interstar Millennium Trusts
Interstar Millennium Series 2003-3G Trust
Allens Arthur
Bank of New York, – 367 Collins Street, Melbourne, Victoria in its capacity as
Servicer (the Servicer); and
4. [The Bank of New York, New York Branch] as principal paying agent for
the Non-A$ Notes described below (
Bank of New York, – LOGO]
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14. The Note Register
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14.1 Appointment of Note Registrar
The Trustee appoints [The Bank of New York, New York Branch] to be the
initial Note Registrar. [The Bank of New York,
Bank of New York, – The Bank of New York, New York Branch] to be the
initial Note Registrar. [The Bank of New York, New York Branch] accepts
that appointment.
14.2 Details to be kept on the
BANK OF NEW YORK, – Executive Officer
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Page 28
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Agency Agreement [ALLENS ARTHUR ROBINSON LOGO]
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The Note Trustee
[THE BANK OF NEW YORK, NEW YORK BRANCH
101 Barclay Street
21W New York
New York 10286
United States
dt 41476
;
| Interstar Securitisation Management Pty Ltd.
|
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Agency Agreement
Agency Agreement (163K)
Doc #172932: Click preview link for longer preview.
$225,000,000
PIEDMONT NATURAL GAS COMPANY, INC.
MEDIUM-TERM NOTES, SERIES E
AGENCY AGREEMENT
____________________, [_____]
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
SunTrust Capital Markets, Inc.
BB&T Capital Markets, a division of Scott & Stringfellow, Inc.
Davenport & Company LLC
Edward D. Jones & Co., L.P.
Janney Montgomery Scott LLC
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, NY 10080
Dear Sirs:
1. INTRODUCTION. Piedmont Natural Gas Company, Inc., a North
Carolina corporation (the "Issuer"), confirms its agreement with each of you
(individually, an "Agent" and collectively, the "Agents") with respect to the
issue and sale from time to time by the Issuer of up to $225,000,000 aggregate
principal amount of its Medium-Term Notes, Series E, Due Not Less Than Nine
Months from Date of Issue registered under the registration statements referred
to in Section 2(a) (any such Medium-Term Notes, being hereinafter referred to as
the "Securities", which expression shall, if the context so admits, include any
permanent global Security). Securities may be sold pursuant to Section 3 of this
Agreement or as contemplated by Section 11 of this Agreement in an aggregate
amount not to exceed the amount of Registered Securities (as defined in Section
2(a) hereof) registered pursuant to such registration statements reduced by the
aggregate amount of any other Registered Securities sold otherwise than pursuant
to Sections 3 and 11 of this Agreement. The Securities will be issued under the
Indenture, dated as of April 1, 1993, between Piedmont Natural Gas Company,
Inc., a New York corporation (the "Predecessor Company"), and Citibank, N.A., as
trustee (the "Trustee"), as amended by the First Supplemental Indenture, dated
as of February 25, 1994, among the Issuer, the Predecessor Company and the
Trustee, and the Second Supplemental Indenture, dated as of June 15, 2003,
between the Issuer and the Trustee (collectively, the "Indenture").
{PAGE}
The Securities shall have the terms described in the
Prospectus referred to in Section 2(a) as it may be amended or supplemented from
time to time, including any supplement to the Prospectus that sets forth only
the terms of a particular issue of the Securities (a "Pricing Supplement").
Securities will be issued, and the terms thereof established, from time to time
by the Issuer in accordance with the Indenture and the Procedures (as defined in
Section 3(d) hereof).
2. REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The Issuer
represents and warrants to, and agrees with, each Agent as follows:
(a) The Issuer meets the requirements for use of Form S-3
under the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations ("Rules and Regulations") of the Securities and
Exchange Commission (the "Commission") and has filed with the
Commission two registration statements on such form (No. 333-10628 and
333-62222), including a prospectus, relating to equity and debt
securities of the Issuer, including the Securities (such equity and
debt securities, the "Registered Securities"), which have become
effective under the Act. Such registration statements, as amended as of
the Closing Date (as defined in Section 3(e) hereof), are hereinafter
referred to as the "Registration Statements", and the prospectus and
the preliminary prospectus supplement relating to the Securities
included in such Registration Statements, as supplemented as of the
Closing Date, including all material incorporated by reference therein,
is hereinafter referred to as the "Prospectus." Any reference in this
Agreement to amending or supplementing the Prospectus shall be deemed
to include the filing of materials incorporated by reference in the
Prospectus after the Closing Date, and any reference in this Agreement
to any amendment or supplement to the Prospectus shall be deemed to
include any such materials incorporated by reference in the Prospectus
after the Closing Date. The Registration Statements, as such
Registration Statements may be amended or supplemented, meet the
requirements set forth in Rule 415(a)(1)(x) and (a)(2) under the Act
and complies in all material respects with said Rule.
(b) On the effective date of each part of the
registration statements relating to the Registered Securities and each
post-effective amendment thereto and the date hereof, such registration
statement conformed in all respects to the requirements of the Act, the
Rules and Regulations, the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act") and the rules and regulations under the Trust
Indenture Act (the "Trust Indenture Act Rules and Regulations") and did
not include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make
the statements therein not misleading, and on the Closing Date, the
Registration Statements and the Prospectus, and at each of the times of
acceptance and of delivery referred to in Section 6(a) hereof and at
each of the times of amendment or supplementing referred to in Section
6(b) hereof (the Closing Date and each such time being herein sometimes
referred to as a "Representation Date"), the Registration Statements
and the Prospectus as then amended or supplemented will conform in all
material respects to the requirements of the Act, the Trust Indenture
Act and the Rules and Regulations, and none of such documents will
include any untrue statement of a material fact or will omit to state
any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they
172932
|
Cede
As referenced in this Agency Agreement:
Cede & Co – Trustee and DTC.
REGISTRATION
The Master Global Note will be registered in the name of Cede & Co ., as
nominee for DTC, on the Debt Security Register maintained under the Indenture.
The
Cede & Co – records of such Participants and one or
more indirect participants in DTC. So long as Cede & Co . is the registered owner
of the Master Global Note, DTC will be considered the
dt 38949
;
Citibank
As referenced in this Agency Agreement:
Citibank, N.A. – under the
Indenture, dated as of April 1, 1993, between Piedmont Natural Gas Company,
Inc., a New York corporation (the "Predecessor Company"), and Citibank, N.A. , as
trustee (the "Trustee"), as amended by the First Supplemental Indenture, dated
as of February 25, 1994, among the Issuer, the Predecessor
_____________
Citibank, N.A. – to an
Indenture, dated as of April 1, 1993, between Piedmont Natural Gas Company,
Inc., a New York corporation (the "Predecessor Company") and Citibank, N.A. , as
trustee (the "Trustee"), as amended by the First Supplemental Indenture, dated
as of February 25, 1994, among the Issuer, the Predecessor
_____________
dt 146123
;
BNY
As referenced in this Agency Agreement:
Bank of New York – instructions in a form previously specified by DTC)
to an account at the Federal Reserve Bank of New York previously specified by
DTC, in funds available for immediate use by DTC, each payment of
dt 42315
;
|
MLBFS
As referenced in this Agency Agreement:
Merrill Lynch, Pierce, Fenner & Smith – 000
PIEDMONT NATURAL GAS COMPANY, INC.
MEDIUM-TERM NOTES, SERIES E
AGENCY AGREEMENT
____________________, [_____]
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
SunTrust Capital Markets, Inc.
BB&T Capital Markets, a division of Scott & Stringfellow,
Merrill Lynch, Pierce, Fenner & Smith – Davenport & Company LLC
Edward D. Jones & Co., L.P.
Janney Montgomery Scott LLC
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, NY 10080
Dear Sirs:
1. INTRODUCTION. Piedmont
Merrill Lynch, Pierce, Fenner & Smith – been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to Merrill Lynch, Pierce, Fenner & Smith Incorporated
shall be directed to it at 4 World Financial Center, New York, New
MERRILL LYNCH, PIERCE, FENNER & SMITH – INC.
By: __________________________________
Name:
Title:
CONFIRMED AND ACCEPTED, as of
the date first above written:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: _________________________________
Name:
Title:
BB&T CAPITAL MARKETS, A DIVISION OF SCOTT &
STRINGFELLOW,
Merrill
Lynch, Pierce, Fenner & Smith – a continuing basis by Piedmont
Natural Gas Company, Inc., a North Carolina corporation (the "Issuer"). Merrill
Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Capital Markets, Inc., BB&T
Capital Markets, a division of Scott & Stringfellow,
dt 44017
;
Suntrust Capital
As referenced in this Agency Agreement:
SunTrust Capital Markets, – 225,000,000
PIEDMONT NATURAL GAS COMPANY, INC.
MEDIUM-TERM NOTES, SERIES E
AGENCY AGREEMENT
____________________, [_____]
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
SunTrust Capital Markets, Inc.
BB&T Capital Markets, a division of Scott & Stringfellow, Inc.
Davenport & Company LLC
Edward D. Jones & Co., L.P.
Janney Montgomery
_____________
SUNTRUST CAPITAL MARKETS, – LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: _________________________________
Name:
Title:
BB&T CAPITAL MARKETS, A DIVISION OF SCOTT &
STRINGFELLOW, INC.
By: _________________________________
Name:
Title:
SUNTRUST CAPITAL MARKETS, INC.
By: _________________________________
Name:
Title:
EDWARD D. JONES & CO., L.P.
By: _________________________________
Name:
Title:
26
{PAGE}
JANNEY MONTGOMERY SCOTT LLC
By:
_____________
SunTrust Capital Markets, – offered on a continuing basis by Piedmont
Natural Gas Company, Inc., a North Carolina corporation (the "Issuer"). Merrill
Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Capital Markets, Inc., BB&T
Capital Markets, a division of Scott & Stringfellow, Inc., Davenport & Company
LLC, Edward D. Jones & Co., L.P., and Janney
_____________
SunTrust Capital Markets, – of the Prospectus
with the Pricing Supplement
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, NY 10080
Attention: [__________]
SunTrust Capital Markets, Inc.
303 Peachtree Street, 23rd Floor
Atlanta, GA 30308
Attention: [__________]
BB&T Capital Markets, a division of
Scott & Stringfellow, Inc.
[_____________________]
_____________
dt 190443
;
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Agency Agreement
Agency Agreement (218K)
Doc #173052: Click preview link for longer preview.
U.S. $5,074,816,000*
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities LLC
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Dear Sirs:
National Rural Utilities Cooperative Finance Corporation, a
District of Columbia cooperative association (the "Company"), confirms its
agreement with each of you (individually, an "Agent" and, collectively, the
"Agents") with respect to the issue and sale by the Company of up to U.S.
$5,074,816,000*/ aggregate principal amount of
--------------------
* Or the U.S. dollar equivalent in certain specified foreign currencies.
{PAGE}
2
its Medium-Term Notes, Series C (such Medium-Term Notes, Series C, together with
such additional Medium-Term Notes of the Company as are added to this Agreement
pursuant to an Amendment, the "Securities"). The Securities are to be issued
from time to time pursuant to an Indenture, dated as of December 15, 1987 (as
supplemented by a First Supplemental Indenture dated as of October 1, 1990, and
as it may be supplemented or amended from time to time, the "Indenture"),
between the Company and U.S. Bank Trust National Association, as successor
trustee (the "Trustee").
Subject to the terms and conditions stated herein and subject
to the reservation by the Company of the right to sell Securities directly on
its own behalf at any time, and to any person, and to designate or select
additional agents, the Company hereby appoints the Agents as the exclusive
agents of the Company for the purpose of soliciting or receiving offers to
purchase the Securities from the Company by others. This Agreement shall only
apply to sales of the Securities on original issuance and not to sales of any
other securities or evidences of indebtedness of the Company and only on the
specific terms set forth herein.
SECTION 1. Representations and Warranties. The Company
represents and warrants to each Agent as of the date hereof, as of each Closing
Date (as defined in Section 2(f) hereof), as of each settlement date in respect
of any principal purchase (whether pursuant to a Purchase Agreement or
otherwise) and as of the times referred to in Sections 6(a) and 6(b) hereof
(each Closing Date, each settlement date and each such time being hereinafter
sometimes referred to as a "Representation Date"), as follows:
(a) Registration Statement and Prospectus. The Company has
filed with the Securities and Exchange Commission (the "Commission")
Registration Statement on Form S-3 No. 333-109310 (and any registration
statements referred to in any Amendment (as defined in Section 12 hereof)) for
the registration under the Securities Act of 1933 (the "Act") of the Securities
(including a prospectus relating to the registration statements) and has filed
and may file one or more amendments thereto (including one or more amended or
supplemental prospectuses) and such registration statements and any such
amendments have become effective. Each such registration statement, including
financial statements and exhibits, at the time it became effective under the
Act, as amended and supplemented (including all documents incorporated therein
by reference), is hereinafter referred to as a "Registration Statement". A
prospectus supplement dated October 23, 2003, relating to the Securities and to
Registration Statement No. 333-109310, including a prospectus, has been prepared
and will be filed pursuant to Rule 424 of the rules and regulations of the
Commission (the "Rules and Regulations") under the Act (such prospectus and
prospectus supplement (or, in the case of any Amendment, the prospectus and
prospectus supplement referred to therein) are herein referred to as the
"Prospectus"). Any reference in this Agreement to the Prospectus as amended or
supplemented shall include, without limitation, any prospectus filed with the
Commission pursuant to Rule 424 of the Rules and Regulations which amends or
supplements the Prospectus. Any reference herein to a Registration Statement or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or
before the effective date of such
{PAGE}
3
Registration Statement or the date of the Prospectus, as the case may be; and
any reference herein to the terms "amend", "amendment" or "supplement" with
respect to a Registration Statement or the Prospectus shall be deemed to refer
to and include the filing of any document under the Exchange Act after the
effective date of such Registration Statement, or the date of the Prospectus, as
the case may be, and deemed to be incorporated therein by reference.
(b) Accuracy of Registration Statements. Each Registration
Statement (and such Registration Statement as amended if any post-effective
amendment thereof shall have become effective) complies in all material respects
with the provisions of the Act and the Exchange Act and the Rules and
Regulations and does not contain an untrue statement of a material fact and does
not omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and the Prospectus (and the
Prospectus as amended or supplemented, if the Company shall have filed with the
Commission any amendment thereof or supplement thereto) fully complies with the
provisions of the Act and the Exchange Act and the Rules and Regulations and
does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that none of the representations and warranties
in this paragraph (b) shall apply to (i) that part of any Registration Statement
which shall constitute the Statement of Eligibility (Form T-1) under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the Trustee or
(ii) statements in, or omissions from, any Registration Statement or the
Prospectus or any amendment thereof or supplement thereto made in reliance upon
and in conformity with information furnished in writing to the Company by or on
behalf of an Agent for use in connection with the preparation of such
Registration Statement or the Prospectus or any such amendment or supplement.
(c) Accountants. The accountants who have certified or shall
certify the financial statements filed and to be filed with the Commission as
parts of any Registration Statement and the Prospectus are independent with
respect to the Company as required by the Act and the Rules and Regulations.
(d) Due Incorporation. The Company has been duly incorporated
and is a validly existing cooperative association in good standing under the
laws of the District of Columbia, duly qualified and in good standing in each
jurisdiction in which the ownership or leasing of properties or the conduct of
its business requires it to be qualified (or the failure to be so qualified will
not have a material adverse effect upon the business or condition of the
Company), and the Company has the corporate power and holds all valid permits
and other required authorizations from governmental authorities necessary to
carry on its business as now conducted and as to be conducted on the Closing
Date and any Representation Date, and as contemplated by the Prospectus.
(e) Material Changes. Since the respective dates as of which
information is given in each Registration Statement and the Prospectus, and
except as set forth in the Prospectus, there has not been any material adverse
change in the condition, financial or
173052
|
Cede
As referenced in this Agency Agreement:
CEDE &
CO – fully registered form
without coupons. Each Global Security will be registered in the name of CEDE &
CO ., as nominee for DTC, on the securities register for the Notes maintained
under the
dt 38955
;
BofA Securities
As referenced in this Agency Agreement:
Banc of America Securities – 000*
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (
_____________
Banc of America Securities – ABN AMRO Incorporated
Park Avenue Plaza
55 E. 52nd St. 6th Floor
New York, N.Y. 10055
Attention: Fixed Income Syndicate
{PAGE}
26
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Attention: Product Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One
_____________
BANC OF AMERICA SECURITIES – s/ MARTIN GOLDBERG
------------------------------
Name: Martin Goldberg
Title: Senior Vice President
ABN AMRO INCORPORATED,
by /s/ VINCENT MURRAY
------------------------------
Name: Vincent Murray
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
by /s/ LILY CHANG
------------------------------
Name: Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J.
_____________
Banc of America Securities – are to be offered on a continuing basis by
National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (
_____________
Banc of
America Securities – Rural Utilities Cooperative Finance
Corporation (the "Company"), a District of Columbia
cooperative association, Lehman Brothers Inc. (an
"Agent"), ABN AMRO Incorporated (an "Agent") Banc of
America Securities LLC (an "Agent"), Bank One Capital
Markets, Inc. (an "Agent"), Deutsche Bank Securities,
Inc. (an "Agent"), J.P. Morgan Securities Inc. (an
"Agent"),
_____________
dt 93732
;
Banc One Capital
As referenced in this Agency Agreement:
Banc One Capital Markets, – FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities
_____________
Banc One Capital Markets, – Income Syndicate
{PAGE}
26
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Attention: Product Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One Plaza
MC IL1-0595
Chicago, IL 60670
Attention: Investment Grade Securities
Deutsche Bank Securities Inc.
60 Wall Street
_____________
BANC ONE CAPITAL MARKETS, – s/ VINCENT MURRAY
------------------------------
Name: Vincent Murray
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
by /s/ LILY CHANG
------------------------------
Name: Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J. Wood
Title: Managing Director
{PAGE}
30
DEUTSCHE BANK SECURITIES INC.
by /s/ RAJ
_____________
Banc One
Capital Markets, – a continuing basis by
National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA)
Inc. and UBS
_____________
BANC ONE CAPITAL MARKETS, – INC.,
by
________________________
Name:
Title:
27
{PAGE}
ABN AMRO INCORPORATED,
by
________________________
Name:
Title:
BANC OF AMERICA SECURITIES LLC,
by
________________________
Name:
Title:
BANC ONE CAPITAL MARKETS, INC.,
by
________________________
Name:
Title:
DEUTSCHE BANK SECURITIES INC.,
by
________________________
Name:
Title:
J.P. MORGAN SECURITIES INC.,
by
________________________
Name:
Title:
_____________
dt 100653
;
|
BNY
As referenced in this Agency Agreement:
Bank of New York – transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") on the Business Day immediately preceding the Settlement Date (as
Bank of New York
– instructions in a form previously
specified by DTC) to an account at the Federal Reserve Bank of New York
previously specified by DTC, in funds available for immediate use by DTC, each
payment
dt 42325
;
Deutsche Bank
As referenced in this Agency Agreement:
Deutsche Bank Securities Inc – Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc .
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities LLC
c/o Lehman Brothers
_____________
Deutsche Bank Securities Inc – Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One Plaza
MC IL1-0595
Chicago, IL 60670
Attention: Investment Grade Securities
Deutsche Bank Securities Inc .
60 Wall Street
36th Floor
New York, NY 10005
Attention: Debt Capital Markets
J.P. Morgan Securities Inc.
270 Park Avenue
New
_____________
DEUTSCHE BANK SECURITIES INC – Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J. Wood
Title: Managing Director
{PAGE}
30
DEUTSCHE BANK SECURITIES INC .
by /s/ RAJ BHATTACHARYYA
------------------------------
Name: Raj Bhattacharyya
Title Managing Director
by /s/ DEAN BELLISSIMO
-------------------------------
Name: Dean Bellissimo
Title: Director
J.P. MORGAN
_____________
Deutsche Bank Securities Inc – Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc ., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA)
Inc. and UBS Securities LLC, as agents (each
_____________
Deutsche Bank Securities,
Inc – Brothers Inc. (an
"Agent"), ABN AMRO Incorporated (an "Agent") Banc of
America Securities LLC (an "Agent"), Bank One Capital
Markets, Inc. (an "Agent"), Deutsche Bank Securities,
Inc . (an "Agent"), J.P. Morgan Securities Inc. (an
"Agent"), Merrill Lynch, Pierce, Fenner & Smith
Incorporated (an "Agent") Scotia Capital (USA) Inc.
(an "
_____________
dt 98595
;
More... |
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| 2003 |
Agency Agreement
Agency Agreement (66K)
Doc #173054: Click preview link for longer preview.
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities LLC
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Dear Sirs:
National Rural Utilities Cooperative Finance Corporation, a
District of Columbia cooperative association (the "Company"), confirms its
agreement with each of you (individually, an "Agent" and, collectively, the
"Agents") with respect to the issue and sale by the Company of up to U.S.
$5,074,816,000*/ aggregate principal amount of
--------------------
* Or the U.S. dollar equivalent in certain specified foreign currencies.
{PAGE}
2
its Medium-Term Notes, Series C (such Medium-Term Notes, Series C, together with
such additional Medium-Term Notes of the Company as are added to this Agreement
pursuant to an Amendment, the "Securities"). The Securities are to be issued
from time to time pursuant to an Indenture, dated as of December 15, 1987 (as
supplemented by a First Supplemental Indenture dated as of October 1, 1990, and
as it may be supplemented or amended from time to time, the "Indenture"),
between the Company and U.S. Bank Trust National Association, as successor
trustee (the "Trustee").
Subject to the terms and conditions stated herein and subject
to the reservation by the Company of the right to sell Securities directly on
its own behalf at any time, and to any person, and to designate or select
additional agents, the Company hereby appoints the Agents as the exclusive
agents of the Company for the purpose of soliciting or receiving offers to
purchase the Securities from the Company by others. This Agreement shall only
apply to sales of the Securities on original issuance and not to sales of any
other securities or evidences of indebtedness of the Company and only on the
specific terms set forth herein.
SECTION 1. Representations and Warranties. The Company
represents and warrants to each Agent as of the date hereof, as of each Closing
Date (as defined in Section 2(f) hereof), as of each settlement date in respect
of any principal purchase (whether pursuant to a Purchase Agreement or
otherwise) and as of the times referred to in Sections 6(a) and 6(b) hereof
(each Closing Date, each settlement date and each such time being hereinafter
sometimes referred to as a "Representation Date"), as follows:
(a) Registration Statement and Prospectus. The Company has
filed with the Securities and Exchange Commission (the "Commission")
Registration Statement on Form S-3 No. 333-109310 (and any registration
statements referred to in any Amendment (as defined in Section 12 hereof)) for
the registration under the Securities Act of 1933 (the "Act") of the Securities
(including a prospectus relating to the registration statements) and has filed
and may file one or more amendments thereto (including one or more amended or
supplemental prospectuses) and such registration statements and any such
amendments have become effective. Each such registration statement, including
financial statements and exhibits, at the time it became effective under the
Act, as amended and supplemented (including all documents incorporated therein
by reference), is hereinafter referred to as a "Registration Statement". A
prospectus supplement dated October 23, 2003, relating to the Securities and to
Registration Statement No. 333-109310, including a prospectus, has been prepared
and will be filed pursuant to Rule 424 of the rules and regulations of the
Commission (the "Rules and Regulations") under the Act (such prospectus and
prospectus supplement (or, in the case of any Amendment, the prospectus and
prospectus supplement referred to therein) are herein referred to as the
"Prospectus"). Any reference in this Agreement to the Prospectus as amended or
supplemented shall include, without limitation, any prospectus filed with the
Commission pursuant to Rule 424 of the Rules and Regulations which amends or
supplements the Prospectus. Any reference herein to a Registration Statement or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or
before the effective date of such
173054
|
Cede
As referenced in this Agency Agreement:
CEDE &
CO – fully registered form
without coupons. Each Global Security will be registered in the name of CEDE &
CO ., as nominee for DTC, on the securities register for the Notes maintained
under the
dt 38956
;
BofA Securities
As referenced in this Agency Agreement:
Banc of America Securities – 000*
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (
_____________
Banc of America Securities – ABN AMRO Incorporated
Park Avenue Plaza
55 E. 52nd St. 6th Floor
New York, N.Y. 10055
Attention: Fixed Income Syndicate
{PAGE}
26
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Attention: Product Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One
_____________
BANC OF AMERICA SECURITIES – s/ MARTIN GOLDBERG
------------------------------
Name: Martin Goldberg
Title: Senior Vice President
ABN AMRO INCORPORATED,
by /s/ VINCENT MURRAY
------------------------------
Name: Vincent Murray
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
by /s/ LILY CHANG
------------------------------
Name: Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J.
_____________
Banc of America Securities – are to be offered on a continuing basis by
National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (
_____________
Banc of
America Securities – Rural Utilities Cooperative Finance
Corporation (the "Company"), a District of Columbia
cooperative association, Lehman Brothers Inc. (an
"Agent"), ABN AMRO Incorporated (an "Agent") Banc of
America Securities LLC (an "Agent"), Bank One Capital
Markets, Inc. (an "Agent"), Deutsche Bank Securities,
Inc. (an "Agent"), J.P. Morgan Securities Inc. (an
"Agent"),
_____________
dt 93733
;
Banc One Capital
As referenced in this Agency Agreement:
Banc One Capital Markets, – FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities
_____________
Banc One Capital Markets, – Income Syndicate
{PAGE}
26
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Attention: Product Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One Plaza
MC IL1-0595
Chicago, IL 60670
Attention: Investment Grade Securities
Deutsche Bank Securities Inc.
60 Wall Street
_____________
BANC ONE CAPITAL MARKETS, – s/ VINCENT MURRAY
------------------------------
Name: Vincent Murray
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
by /s/ LILY CHANG
------------------------------
Name: Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J. Wood
Title: Managing Director
{PAGE}
30
DEUTSCHE BANK SECURITIES INC.
by /s/ RAJ
_____________
Banc One
Capital Markets, – a continuing basis by
National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA)
Inc. and UBS
_____________
BANC ONE CAPITAL MARKETS, – INC.,
by
________________________
Name:
Title:
27
{PAGE}
ABN AMRO INCORPORATED,
by
________________________
Name:
Title:
BANC OF AMERICA SECURITIES LLC,
by
________________________
Name:
Title:
BANC ONE CAPITAL MARKETS, INC.,
by
________________________
Name:
Title:
DEUTSCHE BANK SECURITIES INC.,
by
________________________
Name:
Title:
J.P. MORGAN SECURITIES INC.,
by
________________________
Name:
Title:
_____________
dt 100654
;
|
BNY
As referenced in this Agency Agreement:
Bank of New York – transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") on the Business Day immediately preceding the Settlement Date (as
Bank of New York
– instructions in a form previously
specified by DTC) to an account at the Federal Reserve Bank of New York
previously specified by DTC, in funds available for immediate use by DTC, each
payment
dt 42326
;
Deutsche Bank
As referenced in this Agency Agreement:
Deutsche Bank Securities Inc – Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc .
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities LLC
c/o Lehman Brothers
_____________
Deutsche Bank Securities Inc – Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One Plaza
MC IL1-0595
Chicago, IL 60670
Attention: Investment Grade Securities
Deutsche Bank Securities Inc .
60 Wall Street
36th Floor
New York, NY 10005
Attention: Debt Capital Markets
J.P. Morgan Securities Inc.
270 Park Avenue
New
_____________
DEUTSCHE BANK SECURITIES INC – Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J. Wood
Title: Managing Director
{PAGE}
30
DEUTSCHE BANK SECURITIES INC .
by /s/ RAJ BHATTACHARYYA
------------------------------
Name: Raj Bhattacharyya
Title Managing Director
by /s/ DEAN BELLISSIMO
-------------------------------
Name: Dean Bellissimo
Title: Director
J.P. MORGAN
_____________
Deutsche Bank Securities Inc – Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc ., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA)
Inc. and UBS Securities LLC, as agents (each
_____________
Deutsche Bank Securities,
Inc – Brothers Inc. (an
"Agent"), ABN AMRO Incorporated (an "Agent") Banc of
America Securities LLC (an "Agent"), Bank One Capital
Markets, Inc. (an "Agent"), Deutsche Bank Securities,
Inc . (an "Agent"), J.P. Morgan Securities Inc. (an
"Agent"), Merrill Lynch, Pierce, Fenner & Smith
Incorporated (an "Agent") Scotia Capital (USA) Inc.
(an "
_____________
dt 98596
;
More... |
Preview
Full Doc
| 2000 |
Agency Agreement
Agency Agreement (152K)
Doc #198531: Click preview link for longer preview.
$12,107,437,190
International Business Machines Corporation
U.S. Medium-Term Notes
AGENCY AGREEMENT
JUNE 22, 2000
Chase Securities Inc.
270 Park Avenue
New York, New York 10017-2070
Credit Suisse First Boston Corporation
11 Madison Avenue
5th Floor
New York, New York 10010
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center
North Tower
New York, New York 10281-1315
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
1. INTRODUCTION. International Business Machines Corporation, a New
York corporation (the "Issuer"), confirms its agreement with each of you
(individually an "Agent" and collectively the "Agents") with respect to the
issue and sale from time to time by the Issuer on or after the date hereof of up
to $12,107,437,190 in aggregate initial offering price of its Medium-Term Debt
Securities (or for Medium-Term Debt Securities denominated in currencies or
currency units other than U.S. dollars, the equivalent thereof based on the
prevailing exchange rates at the respective times such Medium-Term Securities
are first offered) (the "Securities") issued under Article Three of the
Indenture dated as of October 1, 1993, as supplemented by the First Supplemental
Indenture thereto dated as of December 15, 1995 (the "Indenture"), between the
Issuer and The Chase Manhattan Bank, as trustee (the "Trustee"). The Securities
will be issued, and the terms thereof established, from time to time by the
Issuer in accordance with the Indenture and the Procedures (as defined in
Section 3(d) hereof).
2. REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The Issuer represents
and warrants to, and agrees with, each Agent as follows:
(a) Registration statements of the Issuer (Nos. 333-37034 and
333-70521), relating to securities of the Issuer (collectively the
"Registered Securities"), including the Securities, have been filed with
the Securities and Exchange Commission (the "Commission") and have become
effective (such registration statements, as amended as of the Closing Date
(as defined in Section 3(e) hereof), including all material incorporated
by reference therein, being hereinafter collectively referred to as the
"Registration Statement," and the prospectus dated JUNE 20, 2000, a form
of which is included in Registration Statement No. 333-37034, as
supplemented as of the Closing Date, including all material incorporated
by reference therein, being hereinafter referred to as the "Prospectus").
Any reference in this Agreement to amending or supplementing the
Prospectus shall be deemed to include the filing of materials incorporated
by reference in the Prospectus after the Closing Date and any reference in
this Agreement to any amendment or supplement to the Prospectus shall be
deemed to include any such materials incorporated by reference in the
Prospectus after the Closing Date.
(b) On the effective date of each registration statement included in
the definition of Registration Statement, such registration statement
conformed, and on the Closing Date, the Prospectus as then amended or
supplemented will conform, in all material respects to the requirements of
the Securities Act of 1933 (the "Act"), the Securities Exchange Act of
1934 (the "Exchange Act"), the Trust Indenture Act of 1939 (the "Trust
Indenture Act") and the rules and regulations of the Commission thereunder
(the "Rules and Regulations"), and on its effective date each registration
statement did not, and such Prospectus will not, include any untrue
statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading, except that the foregoing does not apply to statements in or
omissions from any of such documents based upon written information
furnished to the Issuer by any Agent specifically for use therein.
3. APPOINTMENT AS AGENT; SOLICITATIONS AS AGENT.
(a) Subject to the terms and conditions stated herein, the Issuer
hereby appoints each of the Agents an agent of the Issuer for the purpose
of soliciting or receiving offers to purchase the Securities from the
Issuer by others. Nothing contained in this Agreement shall be construed
to prevent the Issuer from selling at any time to any person any
Registered Securities, including the Securities, directly on its own
behalf or in a firm commitment underwriting pursuant to an underwriting
agreement that does not provide for a continuous offering of such
Securities. Each Agent agrees to use its reasonable efforts to solicit
purchases of the Securities on the terms and subject to the conditions set
forth herein and in the Procedures (as defined below).
(b) On the basis of the representations and warranties contained
herein, but subject to the terms and conditions herein set forth, each
Agent agrees, as agent of the Issuer, to solicit offers to purchase the
Securities upon the terms and conditions set forth in the Prospectus, as
from time to time amended or supplemented.
Upon receipt of notice from the Issuer as contemplated by Section
4(b) hereof, the Agents shall suspend solicitation of offers to purchase
the Securities until such time as the Issuer shall have furnished them
with an amendment or supplement to the Registration Statement or the
Prospectus, as the case may be, contemplated by Section 4(b) and shall
have advised the Agents that such solicitation may be resumed.
The Issuer reserves the right, in its sole discretion, to suspend
solicitation of offers to purchase the Securities commencing at any time
for any period of time or permanently. Upon receipt of notice from the
Issuer, the Agents will forthwith suspend solicitation of offers to
purchase the Securities from the Issuer until such time as the Issuer has
advised the Agents that such solicitation may be resumed. During any such
suspension, the Issuer's obligations under Sections 6(a), 6(b), 6(c) and
6(d) shall be suspended, except with respect to Notes held by an Agent for
resale during the first 180 days after the Agent's purchase thereof and
identified in a notice from the Agent to the Issuer as being held by such
Agent for resale during such period.
Unless otherwise mutually agreed upon between the Issuer and the
Agent soliciting such offer, the Agents are authorized to solicit offers
to purchase Securities only in fully registered form in denominations of
$1,000 or any multiple thereof. The authorized denominations of Securities
not denominated in U.S. dollars will be determined by the Issuer at the
time of sale. Each Agent shall communicate to the Issuer, orally or in
writing, each reasonable offer to purchase the Securities received by it
as Agent. The Issuer shall have the sole right to accept offers to
purchase the Securities and may reject any such offer, in whole or in
part. Each Agent shall have the right, in its discretion reasonably
exercised, without notice to the Issuer, to reject any offer to purchase
the Securities received by it, in whole or in part, and any such rejection
shall not be deemed a breach of its agreement contained herein.
198531
|
Cede
As referenced in this Agency Agreement:
Cede & Co – the
Trustee and DTC.
REGISTRATION: Each Global Security will be registered in
the name of Cede & Co ., as nominee for
DTC, on the Securities Register maintained
under the Indenture. The beneficial
dt 39083
;
IBM
As referenced in this Agency Agreement:
international business machines – 1.txt
EXHIBIT 1
Exhibit 1
EXECUTION COPY
$12,107,437,190
International Business Machines Corporation
U.S. Medium-Term Notes
AGENCY AGREEMENT
JUNE 22, 2000
Chase Securities Inc.
international business machines – Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
1. INTRODUCTION. International Business Machines Corporation, a New
York corporation (the "Issuer"), confirms its agreement with each of you
(
ibm – 14 or 15(d) of the Exchange
Act and are not otherwise available on the IBM home page on the Internet,
at "http://www.ibm.com." The Issuer will also
.ibm – are not otherwise available on the IBM home page on the Internet,
at "http://www.ibm .com." The Issuer will also immediately notify each
Agent of any downgrading in the
international business machines – form of telecommunication.
Except as otherwise provided in the Procedures:
To the Issuer:
Notices to International Business Machines Corporation shall be
directed to it in care of the Assistant Treasurer, Operations, New
dt 3423
;
BNY
As referenced in this Agency Agreement:
Bank of New York
– 212-558-2405)
(fax: 212-558-2457)
Morgan Stanley & Co. Incorporated in care of:
The Bank of New York
Dealer Clearance Department
1 Wall Street-3rd Floor-Window 3B
New York, NY 10005
Bank of New York
– the account of Morgan
Stanley & Co. Incorporated
Salomon Smith Barney, Inc., in care of:
The Bank of New York
1 Wall Street-3rd Floor
New York, NY 10005
Attention: Dealer Clearance
The Presenting
Bank of New
York – instructions in a form previously specified by DTC)
to an account at the Federal Reserve Bank of New
York previously specified by
DTC, in funds available for immediate use by DTC,
each payment of
dt 42807
;
|
Chase Manhattan
As referenced in this Agency Agreement:
Chase Manhattan Bank, – 1, 1993, as supplemented by the First Supplemental
Indenture thereto dated as of December 15, 1995 (the "Indenture"), between the
Issuer and The Chase Manhattan Bank, as trustee (the "Trustee"). The Securities
will be issued, and the terms thereof established, from time to time by the
Issuer in
_____________
Chase Manhattan Bank, – its
own account. The Notes will be issued pursuant to an Indenture, dated as of
October 1, 1993 between the Issuer and The Chase Manhattan Bank, as trustee (the
"Trustee"), as supplemented by the First Supplemental Indenture thereto dated as
of December 1, 1995 (collectively, the "Indenture"). The
_____________
Chase Manhattan Bank, – the settlement date.
J. The Trustee, upon confirming receipt
of such funds, will wire transfer to
the account of the Issuer maintained
at Chase Manhattan Bank, New York
N.Y., Account of INTERNATIONAL
BUSINESS MACHINES CORPORATION, Cash
Concentration Account , ABA Number
021000021, ACCOUNT NUMBER 323 213
499, in
_____________
dt 102046
;
Chase Securities
As referenced in this Agency Agreement:
Chase Securities Inc – 1
Exhibit 1
EXECUTION COPY
$12,107,437,190
International Business Machines Corporation
U.S. Medium-Term Notes
AGENCY AGREEMENT
JUNE 22, 2000
Chase Securities Inc .
270 Park Avenue
New York, New York 10017-2070
Credit Suisse First Boston Corporation
11 Madison Avenue
5th Floor
New York, New
_____________
Chase Securities Inc – Orchard Road, Mail Stop 329, Armonk,
New York 10504, Attention: Securities Counsel-IBM Corporation (Fax:
914-499-6445).
To the Agents:
Notices to Chase Securities Inc . shall be directed to it at 270 Park
Avenue, 8th Floor, New York, New York, Attention: Medium-Term Note Desk
(Fax: 212-
_____________
CHASE SECURITIES INC – yours,
INTERNATIONAL BUSINESS MACHINES CORPORATION
By: /s/ Cassio A. Calil
--------------------
Title: Assistant Treasurer
CONFIRMED AND ACCEPTED, as of the date first above written:
CHASE SECURITIES INC .
By: /s/ Kevin J. Kulak
------------------
Title: Vice President
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Julie Keogh
---------------
Title: Authorized Signatory
GOLDMAN, SACHS &
_____________
Chase Securities Inc – or More from Date of Issue (the
"Notes") are to be offered on a continuing basis by International Business
Machines Corporation (the "Issuer"). Chase Securities Inc ., Credit Suisse First
Boston Corporation, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner and
Smith Incorporated, Morgan Stanley & Co. Incorporated and Salomon Smith
_____________
Chase Securities Inc – Issuer's agent, for the benefit of the
purchaser only against delivery of a receipt
therefor.
Agents' addresses for delivery of Certificate Notes:
Chase Securities Inc .
55 Water Street
Room 226
New York, New York 10041
Attention: Window 17 or Window 18
(tel: 212-638-6787)
(fax: 212-
_____________
dt 212502
;
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Full Doc
| 2001 |
Agency Agreement
Agency Agreement (160K)
Doc #233888: Click preview link for longer preview.
$1,500,000,000
Hewlett-Packard Company
Medium-Term Notes, Series A, Due Nine Months or More from the Date of Issue
AGENCY AGREEMENT
May 16, 2001
{TABLE}
{S} {C} {C}
J.P. Morgan Securities Inc. ABN AMRO Incorporated Banc of America Securities LLC
270 Park Avenue 1325 Avenue of the Americas, Bank of America Corporate Center
New York, NY 10017 10th Floor NCI-007-07-01
New York, NY 10019 100 North Tryon Street
Bear, Stearns & Co. Inc. Charlotte, NC 28255
245 Park Avenue Credit Suisse First Boston
New York, NY 10167 Corporation
Eleven Madison Avenue Deutsche Banc Alex. Brown Inc.
Goldman, Sachs & Co. New York, NY 10010 31 West 52nd Street
85 Broad Street New York, NY 10019
New York, NY 10004 HSBC Securities (USA) Inc.
452 Fifth Avenue Merrill Lynch, Pierce, Fenner &
Morgan Stanley & Co. New York, NY 10018 Smith Incorporated
Incorporated 4 World Financial Center
1585 Broadway Salomon Smith Barney Inc. New York, NY 10080
New York, NY 10036 390 Greenwich Street
New York, NY 10013 The Williams Capital Group, L.P.
650 Fifth Avenue
New York, NY 10019
{/TABLE}
Ladies and Gentlemen:
1. Introduction. Hewlett-Packard Company, a Delaware corporation (the
------------
"Issuer"), confirms its agreement with each of you (individually an "Agent" and
collectively the "Agents") with respect to the issue and sale from time to time
by the Issuer on or after the date hereof of up to $1,500,000,000 in aggregate
initial offering price of its Medium-Term Notes, Series A, Due Nine Months or
More from the Date of Issue (or for Medium-Term Notes, Series A, Due Nine Months
or More from the Date of Issue, denominated in currencies or currency units
other than U.S. dollars, the equivalent thereof based on the prevailing exchange
rates at the respective times such Medium-Term Notes, Series A Due Nine Months
or More from the Date of Issue are first offered) (the "Notes") as set forth
herein.
On the basis of the representations and warranties contained herein but
subject to the terms and conditions stated herein and to the reservation by the
Issuer of the right to sell Notes directly to investors (other than broker-
dealers who have not executed this Agreement or otherwise agreed to the terms
contained herein) on its own behalf, the Issuer hereby (i) appoints each of the
Agents as an agent of the Issuer for the purpose of soliciting offers to
purchase the Notes from the Issuer and (ii) agrees that, except as otherwise
1
{PAGE}
contemplated herein, whenever it determines to sell Notes directly to any of the
Agents as principal for resale to others, it will enter into a separate
agreement, which may be a written agreement, substantially in the form of
Exhibit A hereto or an oral agreement confirmed in writing by such Agent (each a
"Terms Agreement") relating to such sale in accordance with Section 3(f) hereof.
The terms and rights of the Notes shall be as specified in or established
pursuant to the Senior Debt Securities Indenture, dated as of June 1, 2000, as
supplemented to the date hereof (the "Senior Indenture"), between the Issuer
and Chase Manhattan Bank and Trust Company, National Association, as trustee
(the "Trustee"). The Notes shall have the maturity ranges, annual interest
rates, redemption provisions, if any and other terms set forth in the Prospectus
referred to below as it may be amended or supplemented from time to time by the
Issuer in accordance with the Senior Indenture and the Procedures (as defined
below) or as otherwise agreed upon and, if applicable, will be specified in a
related Terms Agreement.
2. Representations and Warranties of the Issuer. The Issuer represents
--------------------------------------------
and warrants to, and agrees with, the Agents that as of the Closing Date, each
Representation Date, each Time of Delivery and each date on which the Issuer
accepts an offer to purchase Notes from an Agent as follows:
(a) The registration statement of the Issuer (No. 333-30786) relating
to securities of the Issuer (collectively the "Registered Securities"),
including the Notes, has been filed with the Securities and Exchange
Commission (the "Commission") and has become effective and no stop order
suspending the effectiveness of the Registration Statement has been issued
and no proceeding for that purpose has been instituted or, to the knowledge
of the Issuer, threatened (such registration statement, as amended as of
the Closing Date (as defined in Section 3(e) hereof), including all
material incorporated by reference therein, being hereinafter collectively
referred to as the "Registration Statement" and the related prospectus
included in such Registration Statement, as supplemented as of the Closing
Date, including all material incorporated by reference therein, being
hereinafter referred to as the "Prospectus"). Any reference in this
Agreement to amending or supplementing the Prospectus shall be deemed to
include the filing of materials incorporated by reference in the Prospectus
after the Closing Date and any reference in this Agreement to any amendment
or supplement to the Prospectus shall be deemed to include any such
materials incorporated by reference in the Prospectus after the Closing
Date.
(b) (i) On the effective date of the Registration Statement (the
"Effective Date"), such Registration Statement complied, and on the Closing
Date the Prospectus as then amended or supplemented will comply in all
material respects with the applicable requirements of the Securities Act of
1933 (the "Act") and the rules thereunder; (ii) on the Effective Date and
on the Closing Date the Senior Indenture did or will comply in all material
respects with the requirements of the Trust Indenture Act of 1939 (the
"Trust Indenture Act") and the rules thereunder; (iii) on the Effective
Date the Registration Statement did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and
(iv) on the Effective Date, the date of any filing pursuant to Rule 424(b)
and on the Closing Date, the Prospectus did not or will not include any
untrue statement of a material fact or omit to state any material fact
necessary, in order to make the statements, in the light of the
circumstances under which they were made, not misleading; except that the
foregoing clauses (iii) and (iv) do not apply to statements in or omissions
from any of such documents based upon written information furnished to the
Issuer by any Agent specifically for use therein or that part of the
Registration Statement which shall constitute the Statement of Eligibility
and Qualification (Form T-1) under the Trust Indenture Act of the Trustee.
233888
|
Cede
As referenced in this Agency Agreement:
Cede &
Co – the Trustee and DTC.
REGISTRATION: Each Global Security will be registered in the name of Cede &
Co ., as nominee for DTC, on the Security Register (as defined in
the Senior Indenture)
dt 39272
;
Bear, Stearns
As referenced in this Agency Agreement:
Bear, Stearns & Co. – Bank of America Corporate Center
New York, NY 10017 10th Floor NCI-007-07-01
New York, NY 10019 100 North Tryon Street
Bear, Stearns & Co. Inc. Charlotte, NC 28255
245 Park Avenue Credit Suisse First Boston
New York, NY 10167 Corporation
Eleven Madison Avenue Deutsche Banc Alex.
_____________
Bear, Stearns & Co. – Street
Fax: (212) 834-6702 Attn: Legal Dept. Charlotte, NC 28255
Fax: (212) 258-1592 Attn: MTN Product Management
Fax: (704) 388-9939
Bear, Stearns & Co. Inc. Credit Suisse First Boston Deutsche Banc Alex. Brown Inc.
245 Park Avenue Corporation 31 West 52nd Street
New York, NY 10167
_____________
Bear, Stearns & Co. – President
-----------------------------------
ABN AMRO Incorporated
By: /s/ Judith A. Lawson
--------------------------------------
Title: Managing Director
-----------------------------------
Banc of America Securities LLC
By: /s/ Lily Chang
--------------------------------------
Title: Principal
-----------------------------------
Bear, Stearns & Co. Inc.
By: /s/ Kelly Millet
--------------------------------------
Title: Senior Managing Director
-----------------------------------
Credit Suisse First Boston Corporation
By: /s/ Helena M. Willner
--------------------------------------
Title: Director
-----------------------------------
Deutsche
_____________
Bear,
Stearns & Co. – Agency Agreement"), between the Issuer on the one hand and J.P. Morgan
Securities Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Bear,
Stearns & Co. Inc., Credit Suisse First Boston Corporation, Deutsche Banc Alex.
Brown, Goldman, Sachs & Co., HSBC Securities (USA) Inc., Merrill Lynch, Pierce,
Fenner & Smith
_____________
Bear, Stearns & Co. – from time to time by Hewlett-Packard
Company (the "Issuer"). J.P. Morgan Securities Inc., ABN AMRO Incorporated, Banc
of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Deutsche Banc Alex. Brown Inc., Goldman, Sachs & Co., HSBC
Securities (USA) Inc., Merrill Lynch, Pierce, Fenner &
_____________
dt 106797
;
Hewlett-Packard
As referenced in this Agency Agreement:
Hewlett-Packard – AGENCY AGREEMENT, DATED MAY 16, 2001
{TEXT}
{PAGE}
Exhibit 4.3
$1,500,000,000
Hewlett-Packard Company
Medium-Term Notes, Series A, Due Nine Months or More from the Date
Hewlett-Packard – L.P.
650 Fifth Avenue
New York, NY 10019
{/TABLE}
Ladies and Gentlemen:
1. Introduction. Hewlett-Packard Company, a Delaware corporation (the
------------
"Issuer"), confirms its agreement with each of you (individually
Hewlett-Packard – be sent to
them at the following addresses:
To the Issuer:
18
{PAGE}
Notices to Hewlett-Packard Company shall be directed to it at Hewlett-
Packard Company, 3000 Hanover Street, MS:
Hewlett-
Packard – the Issuer:
18
{PAGE}
Notices to Hewlett-Packard Company shall be directed to it at Hewlett-
Packard Company, 3000 Hanover Street, MS: 20BLC, Palo Alto, California 94304;
attention of the Assistant Treasurer,
Hewlett-Packard – of the Assistant Treasurer, fax (650) 852-8412, with a copy to the
General Counsel, Hewlett-Packard Company, 3000 Hanover Street, MS20-BQ, Palo
Alto, California 94304, fax (650) 857-4392.
dt 52062
;
|
HSBC Securities
As referenced in this Agency Agreement:
HSBC Securities (USA) Inc – Inc.
Goldman, Sachs & Co. New York, NY 10010 31 West 52nd Street
85 Broad Street New York, NY 10019
New York, NY 10004 HSBC Securities (USA) Inc .
452 Fifth Avenue Merrill Lynch, Pierce, Fenner &
Morgan Stanley & Co. New York, NY 10018 Smith Incorporated
Incorporated 4 World Financial Center
1585
_____________
HSBC Securities (USA) Inc – 212) 272-6227 Attn: Short and Medium Term Syndicate Desk
Note Finance Fax: (212)469-7875
Fax: (212) 743-5825
Goldman, Sachs & Co. HSBC Securities (USA) Inc . Merrill Lynch, Pierce, Fenner &
85 Broad Street 452 Fifth Avenue Smith Incorporated
New York, NY 10004 New York, NY 10018 4 World
_____________
HSBC Securities (USA) Inc – s/ Reuben Daniels
--------------------------------------
Title: Managing Director
------------------------------------
By: /s/ John A. Kneebone
---------------------------------------
Title: Associate
------------------------------------
22
{PAGE}
Goldman, Sachs & Co.
By: /s/ Goldman, Sachs & Co.
-------------------------------------
HSBC Securities (USA) Inc .
By: /s/ John Campo
-------------------------------------
Title: Managing Director
----------------------------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: /s/ Scott O. Primrose
-------------------------------------
Title: Authorized Signatory
----------------------------------
Morgan
_____________
HSBC Securities (USA) Inc – AMRO Incorporated, Banc of America Securities LLC, Bear,
Stearns & Co. Inc., Credit Suisse First Boston Corporation, Deutsche Banc Alex.
Brown, Goldman, Sachs & Co., HSBC Securities (USA) Inc ., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc., and The Williams Capital Group, L.P., (the "
_____________
HSBC
Securities (USA) Inc – Incorporated, Banc
of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Deutsche Banc Alex. Brown Inc., Goldman, Sachs & Co., HSBC
Securities (USA) Inc ., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., The Williams
Capital Group, L.P., as agents (
_____________
dt 317304
;
BofA Securities
As referenced in this Agency Agreement:
Banc of America Securities – More from the Date of Issue
AGENCY AGREEMENT
May 16, 2001
{TABLE}
{S} {C} {C}
J.P. Morgan Securities Inc. ABN AMRO Incorporated Banc of America Securities LLC
270 Park Avenue 1325 Avenue of the Americas, Bank of America Corporate Center
New York, NY 10017 10th Floor NCI-007-07-
_____________
Banc of America Securities – Palo
Alto, California 94304, fax (650) 857-4392.
To the Agents:
{TABLE}
{S} {C} {C}
J.P. Morgan Securities Inc. ABN AMRO Incorporated Banc of America Securities LLC
270 Park Avenue, 9/th/ Floor 1325 Avenue of the Americas, Bank of America Corporate Center
New York, NY 10017 10th Floor
_____________
Banc of America Securities – P. Morgan Securities Inc.
By: /s/ Kevin J. Kulak
--------------------------------------
Title: Vice President
-----------------------------------
ABN AMRO Incorporated
By: /s/ Judith A. Lawson
--------------------------------------
Title: Managing Director
-----------------------------------
Banc of America Securities LLC
By: /s/ Lily Chang
--------------------------------------
Title: Principal
-----------------------------------
Bear, Stearns & Co. Inc.
By: /s/ Kelly Millet
--------------------------------------
Title: Senior Managing Director
-----------------------------------
Credit Suisse First Boston
_____________
Banc of America Securities – Agreement, dated May__, 2001 (the
"Agency Agreement"), between the Issuer on the one hand and J.P. Morgan
Securities Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Bear,
Stearns & Co. Inc., Credit Suisse First Boston Corporation, Deutsche Banc Alex.
Brown, Goldman, Sachs & Co., HSBC Securities (USA) Inc., Merrill Lynch,
_____________
Banc
of America Securities – Notes") are to be offered from time to time by Hewlett-Packard
Company (the "Issuer"). J.P. Morgan Securities Inc., ABN AMRO Incorporated, Banc
of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Deutsche Banc Alex. Brown Inc., Goldman, Sachs & Co., HSBC
Securities (USA) Inc., Merrill
_____________
dt 94049
;
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| 2004 |
Agency Agreement
Agency Agreement (27K)
Doc #316030: Click preview link for longer preview.
CITIGROUP INC.
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
AS PAYING AGENT AND TRANSFER AGENT
AGENCY AGREEMENT
EURO 1,350,000,000 4.75% FIXED RATE/FLOATING RATE SUBORDINATED NOTES DUE 2019
DATED AS OF FEBRUARY 10, 2004
{PAGE}
2
THIS AGREEMENT is made in London as of February 10, 2004, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such
respective capacities as "FISCAL AGENT", "REGISTRAR" or as "EXCHANGE
AGENT", which expressions shall include any successor or successors
thereto).
(3) DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME, which shall
act as paying agent and transfer agent (hereinafter referred to as
"PAYING AGENT" and "TRANSFER AGENT", which expression shall include any
successor or successors thereto).
WHEREAS pursuant to the Terms Agreement dated January 30, 2004 (the
"UNDERWRITING AGREEMENT") between the Issuer and the Underwriters named therein,
the Issuer has agreed to issue its Euro 1,350,000,000 4.75% Fixed/Floating Rate
Subordinated Notes due February 2019 (the "NOTES"); and
WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal
Agent, Registrar and Exchange Agent and Dexia Banque Internationale a
Luxembourg, societe anonyme as Paying Agent and Transfer Agent in relation to
the Notes upon the terms and conditions set forth in this Agreement and the
Schedules hereto.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS, INTERPRETATION
The following terms shall, unless the context otherwise requires, have
the respective meanings indicated below:
"AGENT(S)" means any of the Fiscal Agent, the Registrar, the Paying
Agent and the Transfer Agent.
"CONDITIONS" means the terms and conditions of the Notes, as contained
in the Global Notes, in the Prospectus Supplement dated October 31,
2003 and the Indenture.
"GLOBAL NOTES" means either one or both of (i) the International Global
Note in the form of Schedule 1 attached hereto and (ii) the DTC Global
Notes in the form of Schedule 2 attached hereto (also referred to
herein as the "DTC GLOBAL NOTE" and the "INTERNATIONAL GLOBAL NOTE",
respectively).
"INDENTURE" means the Indenture dated as of April 12, 2001, as amended
and supplemented to date, between the Issuer and J.P. Morgan Trust
Company, N.A. (the "TRUSTEE").
Terms not defined herein shall have the same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
{PAGE}
3
2. APPOINTMENTS
2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent,
Registrar and Exchange Agent in respect of the Notes and Global Notes.
2.2 Citibank, N.A. hereby accepts such appointments and the resulting
obligations, and agrees to act in such capacities, on the terms and conditions
set out in this Agreement and the Schedules hereto. In particular, the Fiscal
Agent agrees to effect any publication of notices pursuant to the Conditions.
2.3 The Issuer hereby appoints Dexia Banque Internationale a Luxembourg,
societe anonyme to act as Paying Agent and Transfer Agent in respect of the
Notes and Global Notes.
2.4 Dexia Banque Internationale a Luxembourg, societe anonyme hereby
accepts such appointments and the resulting obligations, and agrees to act in
such capacities, on the terms and conditions set out in this Agreement and the
Schedules hereto.
2.5 The obligations of the Agents are several and not joint.
3. THE NOTES
3.1 The Notes shall be represented by permanent Global Notes without
interest coupons as specified in the Conditions. The International Global Note
and the DTC Global Note shall be substantially in the forms attached hereto as
Schedules 1 and 2, respectively, in each case with such changes as may be agreed
between the Issuer and the Trustee. The Conditions shall be attached to, or
endorsed upon, each Global Note. In the event that individual definitive Notes
are issued, the parties shall enter into a supplement to this Agreement to
provide for the matters set forth herein with regard to such definitive Notes.
3.2 Each Global Note shall be signed manually by a duly authorised officer
of the Issuer and dated the Issue Date. Each Global Note shall be authenticated
manually by Citibank, N.A., as authenticating agent on behalf of the Trustee,
and delivered to (i) in the case of the International Global Note, Citibank,
N.A. as common depositary for Euroclear and Clearstream, and (ii), in the case
of the DTC Global Notes, Citibank, N.A., London office as custodian for The
Depository Trust Company, New York ("DTC").
4. PAYING AGENCY
4.1 The Issuer shall remit the funds necessary for the payment of interest
on and principal of the Notes to the Fiscal Agent, in Euros in same-day funds,
to such account at the Fiscal Agent in London as the Fiscal Agent may from time
to time specify (the "REDEMPTION ACCOUNT") on the Business Day such payment is
due, provided always that, if any due date shall not be a Business Day, the
Issuer shall make such transfer to the account of the Fiscal Agent on the next
succeeding Business Day (for the purposes of this Clause 4, Business Day shall
mean (x) a day on which commercial banks and foreign exchange markets settle
payments and are open for general business in each of London and The City of New
York and (y) a day which is a TARGET business day).
The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so
paid to it, to make payment of the principal of, and interest on, the Notes on
316030
|
Cede
As referenced in this Agency Agreement:
Cede & Co – account maintained by the Exchange
Agent of the total amount of interest or principal due on any payment
date on Notes held by Cede & Co . (as nominee of DTC) on the Record
Date. The Exchange Agent shall be advised by Cede & Co. (as nominee of
DTC) if
_____________
Cede & Co – payment
date on Notes held by Cede & Co. (as nominee of DTC) on the Record
Date. The Exchange Agent shall be advised by Cede & Co . (as nominee of
DTC) if any beneficial holders of the Notes held by Cede & Co. (as
nominee of DTC) have elected to
_____________
Cede & Co – Date. The Exchange Agent shall be advised by Cede & Co. (as nominee of
DTC) if any beneficial holders of the Notes held by Cede & Co . (as
nominee of DTC) have elected to receive payment in Euros and, if so,
the amount of Notes held by such holders
_____________
Cede & Co – to sub-clause (ii) below into
U.S. dollars and, after deduction of any costs relating to such
exchange, shall be paid to Cede & Co . (as nominee of DTC) on the
payment date; and
{PAGE}
6
(ii) at or prior to 11:00 a.m., London time,
_____________
dt 404478
;
Citibank
As referenced in this Agency Agreement:
CITIBANK, N.A. – {DOCUMENT}
{TYPE}EX-4.03
{SEQUENCE}6
{FILENAME}y93956aexv4w03.txt
{DESCRIPTION}AGENCY AGREEMENT
{TEXT}
{PAGE}
1
Exhibit 4.03
CITIGROUP INC.
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
AS PAYING AGENT AND TRANSFER AGENT
AGENCY
_____________
CITIBANK, N.A. – FEBRUARY 10, 2004
{PAGE}
2
THIS AGREEMENT is made in London as of February 10, 2004, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such
respective capacities as "FISCAL
_____________
CITIBANK, N.A. – PAGE}
2
THIS AGREEMENT is made in London as of February 10, 2004, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A. "), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such
respective capacities as "FISCAL AGENT", "REGISTRAR" or
_____________
Citibank, N.A. – 1,350,000,000 4.75% Fixed/Floating Rate
Subordinated Notes due February 2019 (the "NOTES"); and
WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal
Agent, Registrar and Exchange Agent and Dexia Banque Internationale a
Luxembourg, societe anonyme as Paying Agent and Transfer
_____________
Citibank, N.A. – same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
{PAGE}
3
2. APPOINTMENTS
2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent,
Registrar and Exchange Agent in respect of the Notes and Global Notes.
2.2 Citibank, N.A.
_____________
dt 638500
;
|
Citigroup
As referenced in this Agency Agreement:
CITIGROUP INC – {DOCUMENT}
{TYPE}EX-4.03
{SEQUENCE}6
{FILENAME}y93956aexv4w03.txt
{DESCRIPTION}AGENCY AGREEMENT
{TEXT}
{PAGE}
1
Exhibit 4.03
CITIGROUP INC .
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
AS PAYING AGENT
_____________
CITIGROUP INC – DUE 2019
DATED AS OF FEBRUARY 10, 2004
{PAGE}
2
THIS AGREEMENT is made in London as of February 10, 2004, BY
(1) CITIGROUP INC . (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to
_____________
Citigroup Inc – NOTICES
Notices shall be in writing (including by facsimile) and addressed to the
relevant party hereto as follows:
(a) If to the Issuer:
Citigroup Inc .
153 East 53rd Street
New York, New York 10043
Attention: Treasury Department
Telephone: 212-559-3553
Telefax: 212-793-5629
(b) If
_____________
CITIGROUP INC – govern to the extent of such conflict.
{PAGE}
9
This Agreement has been entered into effective the date stated at the beginning
hereof.
CITIGROUP INC .
/s/ Eric Wentzel
--------------------------------------------
Eric Wentzel, Assistant Treasurer
CITIBANK, N.A.
/s/ Jillian Hamblin
--------------------------------------------
Jillian Hamblin, Vice President
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG,
_____________
dt 629107
|
Preview
Full Doc
| 2003 |
Agency Agreement
Agency Agreement (27K)
Doc #316062: Click preview link for longer preview.
CITIGROUP INC.
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
AS PAYING AGENT AND TRANSFER AGENT
--------------------------------------------------------------------------------
AGENCY AGREEMENT
EURO 1,000,000,000 4.75% NOTES DUE 2013
DATED AS OF NOVEMBER 12, 2003
--------------------------------------------------------------------------------
{PAGE}
2
THIS AGREEMENT is made in London as of November 12, 2003, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such
respective capacities as "FISCAL AGENT", "REGISTRAR" or as "EXCHANGE
AGENT", which expressions shall include any successor or successors
thereto).
(3) DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME, which shall
act as paying agent and transfer agent (hereinafter referred to as
"PAYING AGENT" and "TRANSFER AGENT", which expression shall include any
successor or successors thereto).
WHEREAS pursuant to the Terms Agreement dated October 31, 2003 (the
"UNDERWRITING AGREEMENT") between the Issuer and the Underwriters named therein,
the Issuer has agreed to issue its Euro 1,000,000,000 4.75% Notes due November
2013 (the "NOTES"); and
WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal
Agent, Registrar and Exchange Agent and Dexia Banque Internationale a
Luxembourg, societe anonyme as Paying Agent and Transfer Agent in relation to
the Notes upon the terms and conditions set forth in this Agreement and the
Schedules hereto.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS, INTERPRETATION
The following terms shall, unless the context otherwise requires, have
the respective meanings indicated below:
"AGENT(S)" means any of the Fiscal Agent, the Registrar, the Paying
Agent and the Transfer Agent.
"CONDITIONS" means the terms and conditions of the Notes, as contained
in the Global Notes, in the Prospectus Supplement dated October 31,
2003 and the Indenture.
"GLOBAL NOTES" means either one or both of (i) the International Global
Note in the form of Schedule 1 attached hereto and (ii) the DTC Global
Notes in the form of Schedule 2 attached hereto (also referred to
herein as the "DTC GLOBAL NOTE" and the "INTERNATIONAL GLOBAL NOTE",
respectively).
"INDENTURE" means the Indenture dated as of March 15, 1987, as amended
and supplemented to date, between the Issuer and The Bank of New York
(the "TRUSTEE").
Terms not defined herein shall have the same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
{PAGE}
3
2. APPOINTMENTS
2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent,
Registrar and Exchange Agent in respect of the Notes and Global Notes.
2.2 Citibank, N.A. hereby accepts such appointments and the resulting
obligations, and agrees to act in such capacities, on the terms and conditions
set out in this Agreement and the Schedules hereto. In particular, the Fiscal
Agent agrees to effect any publication of notices pursuant to the Conditions.
2.3 The Issuer hereby appoints Dexia Banque Internationale a Luxembourg,
societe anonyme to act as Paying Agent and Transfer Agent in respect of the
Notes and Global Notes.
2.4 Dexia Banque Internationale a Luxembourg, societe anonyme hereby
accepts such appointments and the resulting obligations, and agrees to act in
such capacities, on the terms and conditions set out in this Agreement and the
Schedules hereto.
2.5 The obligations of the Agents are several and not joint.
3. THE NOTES
3.1 The Notes shall be represented by permanent Global Notes without
interest coupons as specified in the Conditions. The International Global Note
and the DTC Global Note shall be substantially in the forms attached hereto as
Schedules 1 and 2, respectively, in each case with such changes as may be agreed
between the Issuer and the Trustee. The Conditions shall be attached to, or
endorsed upon, each Global Note. In the event that individual definitive Notes
are issued, the parties shall enter into a supplement to this Agreement to
provide for the matters set forth herein with regard to such definitive Notes.
3.2 Each Global Note shall be signed manually by a duly authorised officer
of the Issuer and dated the Issue Date. Each Global Note shall be authenticated
manually by Citibank, N.A., as authenticating agent on behalf of the Trustee,
and delivered to (i) in the case of the International Global Note, Citibank,
N.A. as common depositary for Euroclear and Clearstream, and (ii), in the case
of the DTC Global Notes, Citibank, N.A., London office as custodian for The
Depository Trust Company, New York ("DTC").
4. PAYING AGENCY
4.1 The Issuer shall remit the funds necessary for the payment of interest
on and principal of the Notes to the Fiscal Agent, in Euros in same-day funds,
to such account at the Fiscal Agent in London as the Fiscal Agent may from time
to time specify (the "REDEMPTION ACCOUNT") on the Business Day such payment is
due, provided always that, if any due date shall not be a Business Day, the
Issuer shall make such transfer to the account of the Fiscal Agent on the next
succeeding Business Day (for the purposes of this Clause 4, Business Day shall
mean (x) a day on which commercial banks and foreign exchange markets settle
payments and are open for general business in each of London and The City of New
York and (y) a day which is a TARGET business day).
The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so
paid to it, to make payment of the principal of, and interest on, the Notes on
316062
|
Cede
As referenced in this Agency Agreement:
Cede & Co – account maintained by the Exchange
Agent of the total amount of interest or principal due on any payment
date on Notes held by Cede & Co . (as nominee of DTC) on the Record
Date. The Exchange Agent shall be advised by Cede & Co. (as nominee of
DTC) if
_____________
Cede & Co – payment
date on Notes held by Cede & Co. (as nominee of DTC) on the Record
Date. The Exchange Agent shall be advised by Cede & Co . (as nominee of
DTC) if any beneficial holders of the Notes held by Cede & Co. (as
nominee of DTC) have elected to
_____________
Cede & Co – Date. The Exchange Agent shall be advised by Cede & Co. (as nominee of
DTC) if any beneficial holders of the Notes held by Cede & Co . (as
nominee of DTC) have elected to receive payment in Euros and, if so,
the amount of Notes held by such holders
_____________
Cede & Co – to sub-clause (ii) below into
U.S. dollars and, after deduction of any costs relating to such
exchange, shall be paid to Cede & Co . (as nominee of DTC) on the
payment date; and
{PAGE}
6
(ii) at or prior to 11:00 a.m., London time,
_____________
dt 404488
;
Citibank
As referenced in this Agency Agreement:
CITIBANK, N.A. – {DOCUMENT}
{TYPE}EX-4.03
{SEQUENCE}6
{FILENAME}y91393exv4w03.txt
{DESCRIPTION}AGENCY AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.03
1
CITIGROUP INC.
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
AS PAYING AGENT AND TRANSFER AGENT
--------------------------------------------------------------------------------
AGENCY
_____________
CITIBANK, N.A. – NOVEMBER 12, 2003
--------------------------------------------------------------------------------
{PAGE}
2
THIS AGREEMENT is made in London as of November 12, 2003, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such
respective capacities as "FISCAL
_____________
CITIBANK, N.A. – PAGE}
2
THIS AGREEMENT is made in London as of November 12, 2003, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A. "), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such
respective capacities as "FISCAL AGENT", "REGISTRAR" or
_____________
Citibank, N.A. – to issue its Euro 1,000,000,000 4.75% Notes due November
2013 (the "NOTES"); and
WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal
Agent, Registrar and Exchange Agent and Dexia Banque Internationale a
Luxembourg, societe anonyme as Paying Agent and Transfer
_____________
Citibank, N.A. – same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
{PAGE}
3
2. APPOINTMENTS
2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent,
Registrar and Exchange Agent in respect of the Notes and Global Notes.
2.2 Citibank, N.A.
_____________
dt 638514
;
|
BNY
As referenced in this Agency Agreement:
Bank of New York
– NOTE",
respectively).
"INDENTURE" means the Indenture dated as of March 15, 1987, as amended
and supplemented to date, between the Issuer and The Bank of New York
(the "TRUSTEE").
Terms not defined herein shall have the same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
{
_____________
dt 573483
;
Citigroup
As referenced in this Agency Agreement:
CITIGROUP INC – {DOCUMENT}
{TYPE}EX-4.03
{SEQUENCE}6
{FILENAME}y91393exv4w03.txt
{DESCRIPTION}AGENCY AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.03
1
CITIGROUP INC .
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
AS PAYING AGENT
_____________
CITIGROUP INC – DUE 2013
DATED AS OF NOVEMBER 12, 2003
--------------------------------------------------------------------------------
{PAGE}
2
THIS AGREEMENT is made in London as of November 12, 2003, BY
(1) CITIGROUP INC . (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to
_____________
Citigroup Inc – NOTICES
Notices shall be in writing (including by facsimile) and addressed to the
relevant party hereto as follows:
(a) If to the Issuer:
Citigroup Inc .
153 East 53rd Street
New York, New York 10043
Attention: Treasury Department
Telephone: 212-559-3553
Telefax: 212-793-5629
(b) If
_____________
CITIGROUP INC – govern to the extent of such conflict.
{PAGE}
9
This Agreement has been entered into effective the date stated at the beginning
hereof.
CITIGROUP INC .
/s/ Charles E. Wainhouse
-----------------------------------------
Charles E. Wainhouse, Assistant Treasurer
CITIBANK, N.A.
/s/ Paul Ballam
-------------------------------------
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
/
_____________
dt 629129
|
Preview
Full Doc
| 2003 |
Agency Agreement
Agency Agreement (26K)
Doc #316076: Click preview link for longer preview.
CITIGROUP INC.
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
AS PAYING AGENT AND TRANSFER AGENT
--------------------------------------------------------------------------------
AGENCY AGREEMENT
YEN 50,000,000,000 0.800% NOTES DUE 2008
DATED AS OF OCTOBER 30, 2003
--------------------------------------------------------------------------------
{PAGE}
2
THIS AGREEMENT is made in London as of October 30, 2003, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such respective
capacities as "FISCAL AGENT", "REGISTRAR" or as "EXCHANGE AGENT", which
expressions shall include any successor or successors thereto).
(3) DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME, which shall act
as paying agent and transfer agent (hereinafter referred to as "PAYING
AGENT" and "TRANSFER AGENT", which expression shall include any successor
or successors thereto).
WHEREAS pursuant to the Terms Agreement dated October 24, 2003 (the
"UNDERWRITING AGREEMENT") between the Issuer and the Underwriters named therein,
the Issuer has agreed to issue its Yen 50,000,000,000 0.800% Notes due October
2008 (the "NOTES"); and
WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal
Agent, Registrar and Exchange Agent and Dexia Banque Internationale a
Luxembourg, societe anonyme as Paying Agent and Transfer Agent in relation to
the Notes upon the terms and conditions set forth in this Agreement and the
Schedules hereto.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS, INTERPRETATION
The following terms shall, unless the context otherwise requires, have the
respective meanings indicated below:
"AGENT(S)" means any of the Fiscal Agent, the Registrar, the Paying Agent
and the Transfer Agent.
"CONDITIONS" means the terms and conditions of the Notes, as contained in
the Global Notes, in the Prospectus Supplement dated October 24, 2003 and
the Indenture.
"GLOBAL NOTES" means either one or both of (i) the International Global
Note in the form of Schedule 1 attached hereto and (ii) the DTC Global
Notes in the form of Schedule 2 attached hereto (also referred to herein
as the "DTC GLOBAL NOTE" and the "INTERNATIONAL GLOBAL NOTE",
respectively).
"INDENTURE" means the Indenture dated as of March 15, 1987, as amended and
supplemented to date, between the Issuer and The Bank of New York (the
"TRUSTEE").
Terms not defined herein shall have the same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
{PAGE}
3
2. APPOINTMENTS
2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent, Registrar
and Exchange Agent in respect of the Notes and Global Notes.
2.2 Citibank, N.A. hereby accepts such appointments and the resulting
obligations, and agrees to act in such capacities, on the terms and conditions
set out in this Agreement and the Schedules hereto. In particular, the Fiscal
Agent agrees to effect any publication of notices pursuant to the Conditions.
2.3 The Issuer hereby appoints Dexia Banque Internationale a Luxembourg, societe
anonyme to act as Paying Agent and Transfer Agent in respect of the Notes and
Global Notes.
2.4 Dexia Banque Internationale a Luxembourg, societe anonyme hereby accepts
such appointments and the resulting obligations, and agrees to act in such
capacities, on the terms and conditions set out in this Agreement and the
Schedules hereto.
2.5 The obligations of the Agents are several and not joint.
3. THE NOTES
3.1 The Notes shall be represented by permanent Global Notes without interest
coupons as specified in the Conditions. The International Global Note and the
DTC Global Note shall be substantially in the forms attached hereto as Schedules
1 and 2, respectively, in each case with such changes as may be agreed between
the Issuer and the Trustee. The Conditions shall be attached to, or endorsed
upon, each Global Note. In the event that individual definitive Notes are
issued, the parties shall enter into a supplement to this Agreement to provide
for the matters set forth herein with regard to such definitive Notes.
3.2 Each Global Note shall be signed manually by a duly authorised officer of
the Issuer and dated the Issue Date. Each Global Note shall be authenticated
manually by Citibank, N.A., as authenticating agent on behalf of the Trustee,
and delivered to (i) in the case of the International Global Note, Citibank,
N.A. as common depositary for Euroclear and Clearstream, and (ii), in the case
of the DTC Global Notes, Citibank, N.A., London office as custodian for The
Depository Trust Company, New York ("DTC").
4. PAYING AGENCY
4.1 The Issuer shall remit the funds necessary for the payment of interest on
and principal of the Notes to the Fiscal Agent, in Yen in same-day funds, to
such account at the Fiscal Agent in London as the Fiscal Agent may from time to
time specify (the "REDEMPTION ACCOUNT") on the Business Day such payment is due,
provided always that, if any due date shall not be a Business Day, the Issuer
shall make such transfer to the account of the Fiscal Agent on the next
succeeding Business Day (for the purposes of this Clause 4, Business Day shall
mean a day on which commercial banks and foreign exchange markets settle
payments and are open for general business in each of London, Tokyo and The City
of New York.
The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so
paid to it, to make payment of the principal of, and interest on, the Notes on
the due date for payment set forth in the Conditions and this Agreement. If
316076
|
Cede
As referenced in this Agency Agreement:
Cede & Co – account maintained by the Exchange Agent of
the total amount of interest or principal due on any payment date on Notes
held by Cede & Co . (as nominee of DTC) on the Record Date. The Exchange
Agent shall be advised by Cede & Co. (as nominee of DTC) if
_____________
Cede & Co – payment date on Notes
held by Cede & Co. (as nominee of DTC) on the Record Date. The Exchange
Agent shall be advised by Cede & Co . (as nominee of DTC) if any beneficial
holders of the Notes held by Cede & Co. (as nominee of DTC) have elected
to
_____________
Cede & Co – Date. The Exchange
Agent shall be advised by Cede & Co. (as nominee of DTC) if any beneficial
holders of the Notes held by Cede & Co . (as nominee of DTC) have elected
to receive payment in Yen and, if so, the amount of Notes held by such
holders
_____________
Cede & Co – to sub-clause (ii) below
into U.S. dollars and, after deduction of any costs relating to such
exchange, shall be paid to Cede & Co . (as nominee of DTC) on the payment
date; and
{PAGE}
6
(ii) at or prior to 11:00 a.m., London time,
_____________
dt 404493
;
Citibank
As referenced in this Agency Agreement:
CITIBANK, N.A. – {DOCUMENT}
{TYPE}EX-4.03
{SEQUENCE}6
{FILENAME}y91133exv4w03.txt
{DESCRIPTION}AGENCY AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.03
1
CITIGROUP INC.
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
AS PAYING AGENT AND TRANSFER AGENT
--------------------------------------------------------------------------------
AGENCY
_____________
CITIBANK, N.A. – OCTOBER 30, 2003
--------------------------------------------------------------------------------
{PAGE}
2
THIS AGREEMENT is made in London as of October 30, 2003, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such respective
capacities as "FISCAL
_____________
CITIBANK, N.A. – PAGE}
2
THIS AGREEMENT is made in London as of October 30, 2003, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A. "), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such respective
capacities as "FISCAL AGENT", "REGISTRAR" or
_____________
Citibank, N.A. – to issue its Yen 50,000,000,000 0.800% Notes due October
2008 (the "NOTES"); and
WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal
Agent, Registrar and Exchange Agent and Dexia Banque Internationale a
Luxembourg, societe anonyme as Paying Agent and Transfer
_____________
Citibank, N.A. – same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
{PAGE}
3
2. APPOINTMENTS
2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent, Registrar
and Exchange Agent in respect of the Notes and Global Notes.
2.2 Citibank, N.A.
_____________
dt 638517
;
|
BNY
As referenced in this Agency Agreement:
Bank of New York – NOTE",
respectively).
"INDENTURE" means the Indenture dated as of March 15, 1987, as amended and
supplemented to date, between the Issuer and The Bank of New York (the
"TRUSTEE").
Terms not defined herein shall have the same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
{
_____________
dt 573490
;
Citigroup
As referenced in this Agency Agreement:
CITIGROUP INC – {DOCUMENT}
{TYPE}EX-4.03
{SEQUENCE}6
{FILENAME}y91133exv4w03.txt
{DESCRIPTION}AGENCY AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.03
1
CITIGROUP INC .
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
AS PAYING AGENT
_____________
CITIGROUP INC – DUE 2008
DATED AS OF OCTOBER 30, 2003
--------------------------------------------------------------------------------
{PAGE}
2
THIS AGREEMENT is made in London as of October 30, 2003, BY
(1) CITIGROUP INC . (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to
_____________
Citigroup Inc – NOTICES
Notices shall be in writing (including by facsimile) and addressed to the
relevant party hereto as follows:
(a) If to the Issuer:
Citigroup Inc .
153 East 53rd Street
New York, New York 10043
Attention: Treasury Department
Telephone: 212-559-3553
Telefax: 212-793-5629
(b) If
_____________
CITIGROUP INC – govern to
the extent of such conflict.
{PAGE}
9
This Agreement has been entered into effective the date stated at the beginning
hereof.
CITIGROUP INC .
/s/ Charles E. Wainhouse
----------------------------------------------------
Charles E. Wainhouse, Assistant Treasurer
CITIBANK, N.A.
/s/ Paul Ballam
----------------------------------------------------
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
/
_____________
dt 629140
|
Preview
Full Doc
| 2003 |
Agency Agreement
Agency Agreement (27K)
Doc #316525: Click preview link for longer preview.
CITIGROUP INC.
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
AS PAYING AGENT AND TRANSFER AGENT
--------------------------------------------------------------------------------
AGENCY AGREEMENT
EURO 1,500,000,000 3.875% NOTES DUE 2010
DATED AS OF MAY 21, 2003
--------------------------------------------------------------------------------
{PAGE}
2
THIS AGREEMENT is made in London as of May 21, 2003, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such
respective capacities as "FISCAL AGENT", "REGISTRAR" or as "EXCHANGE
AGENT", which expressions shall include any successor or successors
thereto).
(3) DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME, which shall
act as paying agent and transfer agent (hereinafter referred to as
"PAYING AGENT" and "TRANSFER AGENT", which expression shall include any
successor or successors thereto).
WHEREAS pursuant to the Terms Agreement dated May 13, 2003 (the
"UNDERWRITING AGREEMENT") between the Issuer and the Underwriters named therein,
the Issuer has agreed to issue its Euro 1,500,000,000 3.875% Notes due May 2010
(the "NOTES"); and
WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal
Agent, Registrar and Exchange Agent and Dexia Banque Internationale a
Luxembourg, societe anonyme as Paying Agent and Transfer Agent in relation to
the Notes upon the terms and conditions set forth in this Agreement and the
Schedules hereto.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS, INTERPRETATION
The following terms shall, unless the context otherwise requires, have
the respective meanings indicated below:
"AGENT(S)" means any of the Fiscal Agent, the Registrar, the Paying
Agent and the Transfer Agent.
"CONDITIONS" means the terms and conditions of the Notes, as contained
in the Global Notes, in the Prospectus Supplement dated May 13, 2003
and the Indenture.
"GLOBAL NOTES" means either one or both of (i) the International Global
Note in the form of Schedule 1 attached hereto and (ii) the DTC Global
Notes in the form of Schedule 2 attached hereto (also referred to
herein as the "DTC GLOBAL NOTE" and the "INTERNATIONAL GLOBAL NOTE",
respectively).
"INDENTURE" means the Indenture dated as of March 15, 1987, as amended
and supplemented to date, between the Issuer and The Bank of New York
(the "TRUSTEE").
Terms not defined herein shall have the same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
{PAGE}
3
2. APPOINTMENTS
2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent,
Registrar and Exchange Agent in respect of the Notes and Global Notes.
2.2 Citibank, N.A. hereby accepts such appointments and the resulting
obligations, and agrees to act in such capacities, on the terms and conditions
set out in this Agreement and the Schedules hereto. In particular, the Fiscal
Agent agrees to effect any publication of notices pursuant to the Conditions.
2.3 The Issuer hereby appoints Dexia Banque Internationale a Luxembourg,
societe anonyme to act as Paying Agent and Transfer Agent in respect of the
Notes and Global Notes.
2.4 Dexia Banque Internationale a Luxembourg, societe anonyme hereby
accepts such appointments and the resulting obligations, and agrees to act in
such capacities, on the terms and conditions set out in this Agreement and the
Schedules hereto.
2.5 The obligations of the Agents are several and not joint.
3. THE NOTES
3.1 The Notes shall be represented by permanent Global Notes without
interest coupons as specified in the Conditions. The International Global Note
and the DTC Global Note shall be substantially in the forms attached hereto as
Schedules 1 and 2, respectively, in each case with such changes as may be agreed
between the Issuer and the Trustee. The Conditions shall be attached to, or
endorsed upon, each Global Note. In the event that individual definitive Notes
are issued, the parties shall enter into a supplement to this Agreement to
provide for the matters set forth herein with regard to such definitive Notes.
3.2 Each Global Note shall be signed manually by a duly authorised officer
of the Issuer and dated the Issue Date. Each Global Note shall be authenticated
manually by Citibank, N.A., as authenticating agent on behalf of the Trustee,
and delivered to (i) in the case of the International Global Note, Citibank,
N.A. as common depositary for Euroclear and Clearstream, and (ii), in the case
of the DTC Global Notes, Citibank, N.A., London office as custodian for The
Depository Trust Company, New York ("DTC").
4. PAYING AGENCY
4.1 The Issuer shall remit the funds necessary for the payment of interest
on and principal of the Notes to the Fiscal Agent, in Euros in same-day funds,
to such account at the Fiscal Agent in London as the Fiscal Agent may from time
to time specify (the "REDEMPTION ACCOUNT") on the Business Day such payment is
due, provided always that, if any due date shall not be a Business Day, the
Issuer shall make such transfer to the account of the Fiscal Agent on the next
succeeding Business Day (for the purposes of this Clause 4, Business Day shall
mean (x) a day on which commercial banks and foreign exchange markets settle
payments and are open for general business in each of London and The City of New
York and (y) a day which is a TARGET business day).
The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so
paid to it, to make payment of the principal of, and interest on, the Notes on
316525
|
Cede
As referenced in this Agency Agreement:
Cede & Co – account maintained by the Exchange
Agent of the total amount of interest or principal due on any payment
date on Notes held by Cede & Co . (as nominee of DTC) on the Record
Date. The Exchange Agent shall be advised by Cede & Co. (as nominee of
DTC) if
_____________
Cede & Co – payment
date on Notes held by Cede & Co. (as nominee of DTC) on the Record
Date. The Exchange Agent shall be advised by Cede & Co . (as nominee of
DTC) if any beneficial holders of the Notes held by Cede & Co. (as
nominee of DTC) have elected to
_____________
Cede & Co – Date. The Exchange Agent shall be advised by Cede & Co. (as nominee of
DTC) if any beneficial holders of the Notes held by Cede & Co . (as
nominee of DTC) have elected to receive payment in Euros and, if so,
the amount of Notes held by such holders
_____________
Cede & Co – to sub-clause (ii) below into
U.S. dollars and, after deduction of any costs relating to such
exchange, shall be paid to Cede & Co . (as nominee of DTC) on the
payment date; and
{PAGE}
6
(ii) at or prior to 11:00 a.m., London time,
_____________
dt 404557
;
Citibank
As referenced in this Agency Agreement:
CITIBANK, N.A. – {DOCUMENT}
{TYPE}EX-4.03
{SEQUENCE}6
{FILENAME}y86883exv4w03.txt
{DESCRIPTION}AGENCY AGREEMENT
{TEXT}
{PAGE}
1
Exhibit 4.03
CITIGROUP INC.
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
AS PAYING AGENT AND TRANSFER AGENT
--------------------------------------------------------------------------------
AGENCY
_____________
CITIBANK, N.A. – MAY 21, 2003
--------------------------------------------------------------------------------
{PAGE}
2
THIS AGREEMENT is made in London as of May 21, 2003, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such
respective capacities as "FISCAL
_____________
CITIBANK, N.A. – PAGE}
2
THIS AGREEMENT is made in London as of May 21, 2003, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A. "), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such
respective capacities as "FISCAL AGENT", "REGISTRAR" or
_____________
Citibank, N.A. – to issue its Euro 1,500,000,000 3.875% Notes due May 2010
(the "NOTES"); and
WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal
Agent, Registrar and Exchange Agent and Dexia Banque Internationale a
Luxembourg, societe anonyme as Paying Agent and Transfer
_____________
Citibank, N.A. – same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
{PAGE}
3
2. APPOINTMENTS
2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent,
Registrar and Exchange Agent in respect of the Notes and Global Notes.
2.2 Citibank, N.A.
_____________
dt 638547
;
|
BNY
As referenced in this Agency Agreement:
Bank of New York
– NOTE",
respectively).
"INDENTURE" means the Indenture dated as of March 15, 1987, as amended
and supplemented to date, between the Issuer and The Bank of New York
(the "TRUSTEE").
Terms not defined herein shall have the same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
{
_____________
dt 573580
;
Citigroup
As referenced in this Agency Agreement:
CITIGROUP INC – {DOCUMENT}
{TYPE}EX-4.03
{SEQUENCE}6
{FILENAME}y86883exv4w03.txt
{DESCRIPTION}AGENCY AGREEMENT
{TEXT}
{PAGE}
1
Exhibit 4.03
CITIGROUP INC .
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
AS PAYING AGENT
_____________
CITIGROUP INC – DUE 2010
DATED AS OF MAY 21, 2003
--------------------------------------------------------------------------------
{PAGE}
2
THIS AGREEMENT is made in London as of May 21, 2003, BY
(1) CITIGROUP INC . (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to
_____________
Citigroup Inc – NOTICES
Notices shall be in writing (including by facsimile) and addressed to the
relevant party hereto as follows:
(a) If to the Issuer:
Citigroup Inc .
153 East 53rd Street
New York, New York 10043
Attention: Treasury Department
Telephone: 212-559-3553
Telefax: 212-793-5629
(b) If
_____________
CITIGROUP INC – govern to the extent of such conflict.
{PAGE}
9
This Agreement has been entered into effective the date stated at the beginning
hereof.
CITIGROUP INC .
/s/ Charles E. Wainhouse
------------------------------------
CITIBANK, N.A.
/s/ Jillian Hamblin
------------------------------------
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
/s/ Pierre-Francois Henrion
------------------------------------
/s/
_____________
dt 629182
|
Preview
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Agency Agreement
Agency Agreement (26K)
Doc #316611: Click preview link for longer preview.
CITIGROUP INC.
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG S.A.
AS PAYING AGENT AND TRANSFER AGENT
AGENCY AGREEMENT
EURO 1,750,000,000 4.625% NOTES DUE 2007
DATED AS OF NOVEMBER 14, 2002
{PAGE}
2
THIS AGREEMENT is made in London as of November 14, 2002, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such respective
capacities as "FISCAL AGENT", "REGISTRAR" or as "EXCHANGE AGENT", which
expressions shall include any successor or successors thereto).
(3) DEXIA BANQUE INTERNATIONALE A LUXEMBOURG S.A., which shall act as paying
agent and transfer agent (hereinafter referred to as "PAYING AGENT" and
"TRANSFER AGENT", which expression shall include any successor or
successors thereto).
WHEREAS pursuant to the Terms Agreement dated November 7, 2002 (the
"UNDERWRITING AGREEMENT") between the Issuer and the Underwriters named therein,
the Issuer has agreed to issue its Euro 1,750,000,000 4.625% Notes due November
2007 (the "NOTES"); and
WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal
Agent, Registrar and Exchange Agent and Dexia Banque Internationale a Luxembourg
S.A. as Paying Agent and Transfer Agent in relation to the Notes upon the terms
and conditions set forth in this Agreement and the Schedules hereto.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS, INTERPRETATION
The following terms shall, unless the context otherwise requires, have the
respective meanings indicated below:
"AGENT(S)" means any of the Fiscal Agent, the Registrar, the Paying Agent
and the Transfer Agent.
"CONDITIONS" means the terms and conditions of the Notes, as contained in
the Global Notes, in the Prospectus Supplement dated November 7, 2002 and
the Indenture.
"GLOBAL NOTES" means either one or both of (i) the International Global
Note in the form of Schedule 1 attached hereto and (ii) the DTC Global
Notes in the form of Schedule 2 attached hereto (also referred to herein
as the "DTC GLOBAL NOTE" and the "INTERNATIONAL GLOBAL NOTE",
respectively).
"INDENTURE" means the Indenture dated as of March 15, 1987, as amended and
supplemented to date, between the Issuer and The Bank of New York (the
"TRUSTEE").
Terms not defined herein shall have the same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
{PAGE}
3
2. APPOINTMENTS
2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent, Registrar
and Exchange Agent in respect of the Notes and Global Notes.
2.2 Citibank, N.A. hereby accepts such appointments and the resulting
obligations, and agrees to act in such capacities, on the terms and conditions
set out in this Agreement and the Schedules hereto. In particular, the Fiscal
Agent agrees to effect any publication of notices pursuant to the Conditions.
2.3 The Issuer hereby appoints Dexia Banque Internationale a Luxembourg S.A. to
act as Paying Agent and Transfer Agent in respect of the Notes and Global Notes.
2.4 Dexia Banque Internationale a Luxembourg S.A. hereby accepts such
appointments and the resulting obligations, and agrees to act in such
capacities, on the terms and conditions set out in this Agreement and the
Schedules hereto.
2.5 The obligations of the Agents are several and not joint.
3. THE NOTES
3.1 The Notes shall be represented by permanent Global Notes without interest
coupons as specified in the Conditions. The International Global Note and the
DTC Global Note shall be substantially in the forms attached hereto as Schedules
1 and 2, respectively, in each case with such changes as may be agreed between
the Issuer and the Trustee. The Conditions shall be attached to, or endorsed
upon, each Global Note. In the event that individual definitive Notes are
issued, the parties shall enter into a supplement to this Agreement to provide
for the matters set forth herein with regard to such definitive Notes.
3.2 Each Global Note shall be signed manually by a duly authorised officer of
the Issuer and dated the Issue Date. Each Global Note shall be authenticated
manually by Citibank, N.A., as authenticating agent on behalf of the Trustee,
and delivered to (i) in the case of the International Global Note, Citibank,
N.A. as common depositary for Euroclear and Clearstream, and (ii), in the case
of the DTC Global Notes, Citibank, N.A., London office as custodian for The
Depository Trust Company, New York ("DTC").
4. PAYING AGENCY
4.1 The Issuer shall remit the funds necessary for the payment of interest on
and principal of the Notes to the Fiscal Agent, in Euros in same-day funds, to
such account at the Fiscal Agent in London as the Fiscal Agent may from time to
time specify (the "REDEMPTION ACCOUNT") on the Business Day such payment is due,
provided always that, if any due date shall not be a Business Day, the Issuer
shall make such transfer to the account of the Fiscal Agent on the next
succeeding Business Day (for the purposes of this Clause 4, Business Day shall
mean (x) a day on which commercial banks and foreign exchange markets settle
payments and are open for general business in each of London and The City of New
York and (y) a day which is a TARGET business day).
The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so
paid to it, to make payment of the principal of, and interest on, the Notes on
316611
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Cede
As referenced in this Agency Agreement:
Cede & Co – account maintained by the Exchange Agent
of the total amount of interest or principal due on any payment date on
Notes held by Cede & Co . (as nominee of DTC) on the Record Date. The
Exchange Agent shall be advised by Cede & Co. (as nominee of DTC) if
_____________
Cede & Co – payment date on
Notes held by Cede & Co. (as nominee of DTC) on the Record Date. The
Exchange Agent shall be advised by Cede & Co . (as nominee of DTC) if any
beneficial holders of the Notes held by Cede & Co. (as nominee of DTC)
have elected to
_____________
Cede & Co – Date. The
Exchange Agent shall be advised by Cede & Co. (as nominee of DTC) if any
beneficial holders of the Notes held by Cede & Co . (as nominee of DTC)
have elected to receive payment in Euros and, if so, the amount of Notes
held by such holders
_____________
Cede & Co – to
sub-clause (ii) below into U.S. dollars and, after deduction of any costs
relating to such exchange, shall be paid to Cede & Co . (as nominee of DTC)
on the payment date; and
(ii) at or prior to 11:00 a.m., London time, on the
_____________
dt 404593
;
Citibank
As referenced in this Agency Agreement:
CITIBANK, N.A. – EX-4.03
{SEQUENCE}6
{FILENAME}y65637exv4w03.txt
{DESCRIPTION}FORM OF FISCAL AGENCY AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.03
1
CITIGROUP INC.
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG S.A.
AS PAYING AGENT AND TRANSFER AGENT
AGENCY
_____________
CITIBANK, N.A. – NOVEMBER 14, 2002
{PAGE}
2
THIS AGREEMENT is made in London as of November 14, 2002, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such respective
capacities as "FISCAL
_____________
CITIBANK, N.A. – PAGE}
2
THIS AGREEMENT is made in London as of November 14, 2002, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A. "), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such respective
capacities as "FISCAL AGENT", "REGISTRAR" or
_____________
Citibank, N.A. – to issue its Euro 1,750,000,000 4.625% Notes due November
2007 (the "NOTES"); and
WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal
Agent, Registrar and Exchange Agent and Dexia Banque Internationale a Luxembourg
S.A. as Paying Agent and Transfer
_____________
Citibank, N.A. – same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
{PAGE}
3
2. APPOINTMENTS
2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent, Registrar
and Exchange Agent in respect of the Notes and Global Notes.
2.2 Citibank, N.A.
_____________
dt 638565
;
|
BNY
As referenced in this Agency Agreement:
Bank of New York – NOTE",
respectively).
"INDENTURE" means the Indenture dated as of March 15, 1987, as amended and
supplemented to date, between the Issuer and The Bank of New York (the
"TRUSTEE").
Terms not defined herein shall have the same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
{
_____________
dt 573617
;
Citigroup
As referenced in this Agency Agreement:
CITIGROUP INC – {DOCUMENT}
{TYPE}EX-4.03
{SEQUENCE}6
{FILENAME}y65637exv4w03.txt
{DESCRIPTION}FORM OF FISCAL AGENCY AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.03
1
CITIGROUP INC .
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG S.A.
AS PAYING AGENT
_____________
CITIGROUP INC – DUE 2007
DATED AS OF NOVEMBER 14, 2002
{PAGE}
2
THIS AGREEMENT is made in London as of November 14, 2002, BY
(1) CITIGROUP INC . (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to
_____________
Citigroup Inc – NOTICES
Notices shall be in writing (including by facsimile) and addressed to the
relevant party hereto as follows:
(a) If to the Issuer:
Citigroup Inc .
153 East 53rd Street
New York, New York 10043
Attention: Treasury Department
Telephone: 212-559-3553
Telefax: 212-793-5629
(b) If
_____________
CITIGROUP INC – govern to
the extent of such conflict.
{PAGE}
9
This Agreement has been entered into effective the date stated at the beginning
hereof.
CITIGROUP INC .
/s/ Charles E. Wainhouse
---------------------------------------------
CITIBANK, N.A.
/s/ Daniel Wynne
---------------------------------------------
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG S.A.
/s/ Daniel Wynne
---------------------------------------------
{/TEXT}
{/DOCUMENT}
_____________
dt 629267
|
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| 2005 |
Agency Agreement
Agency Agreement (351K)
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LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK
as Issuer
- and -
DEUTSCHE BANK AKTIENGESELLSCHAFT
as registrar and principal paying agent
in respect of the Issuer's global notes issued as dual note structure notes
- and -
DEUTSCHE BANK TRUST COMPANY AMERICAS
as principal paying agent
in respect of the Issuer's global notes issued as . . .
1733779
|
Cede
As referenced in this Agency Agreement:
Cede & Co. – Trust
Company, New York ("DTC") until all obligations of the Issuer under the Notes
have been satisfied. The DTC Global Note is issued in registered form in the
name of Cede & Co. , as nominee of DTC, and represents the Notes kept in custody
for financial institutions that are participants in DTC. The Euro Global Note
and the DTC Global Note shall
_____________
Cede & Co. – The Depository Trust Company, New York
("DTC") verwahrt, bis samtliche Verpflichtungen der Emittentin aus den
Schuldverschreibungen erfullt sind. Die DTC-Globalurkunde ist als Namenspapier
ausgegeben und auf den Namen von Cede & Co. als dem Beauftragten von DTC
ausgestellt worden. Sie verbrieft die Schuldverschreibungen, die fur
Finanzinstitute verwahrt werden, die DTC-Teilnehmer sind. Die Euro-Globalurkunde
und die DTC-Globalurkunde tragen jeweils
_____________
Cede & Co. – The Depository Trust Company, New York ("DTC") until all
obligations of the Issuer under the Notes have been satisfied. The Global Notes
are in registered form in the name of Cede & Co. , as nominee of DTC recorded in
a register kept by DTC. Each Global Note is manually signed by two authorized
representatives of the Issuer and manually authenticated by or
_____________
Cede & Co. – als Verwahrer fur The Depository Trust
Company, New York ("DTC") verwahrt, bis samtliche Verpflichtungen der Emittentin
aus den Schuldverschreibungen erfullt sind. Die Globalurkunden sind als
Namenspapiere auf den Namen der Cede & Co. als dem Beauftragten von DTC
ausgestellt und in ein Register (das "Register") eingetragen, welches von DTC
gefuhrt wird. Die Globalurkunden tragen jeweils die eigenhandigen Unterschriften
zweier ordnungsgemass bevollmachtigter Vertreter
_____________
CEDE & CO. – TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
_____________
dt 1629846
;
|
ISDA
As referenced in this Agency Agreement:
ISDA – 1997, as
further amended from time to time.]
[If Reference Rate is other than LIBOR or EURIBOR, insert relevant details in
lieu of the provisions of this subparagraph (2)]
[If ISDA Determination applies insert the relevant provisions and attach the
2000 ISDA Definitions published by the International Swaps and Derivatives
Association, Inc. "ISDA"]
[If other method of determination applies insert
_____________
ISDA – is other than LIBOR or EURIBOR, insert relevant details in
lieu of the provisions of this subparagraph (2)]
[If ISDA Determination applies insert the relevant provisions and attach the
2000 ISDA Definitions published by the International Swaps and Derivatives
Association, Inc. "ISDA"]
[If other method of determination applies insert relevant details in lieu of the
provisions of this subparagraph (2)]
[
_____________
International Swaps and Derivatives
Association – EURIBOR, insert relevant details in
lieu of the provisions of this subparagraph (2)]
[If ISDA Determination applies insert the relevant provisions and attach the
2000 ISDA Definitions published by the International Swaps and Derivatives
Association , Inc. "ISDA"]
[If other method of determination applies insert relevant details in lieu of the
provisions of this subparagraph (2)]
[If Minimum and/or Maximum Rate of Interest applies
_____________
ISDA – of the provisions of this subparagraph (2)]
[If ISDA Determination applies insert the relevant provisions and attach the
2000 ISDA Definitions published by the International Swaps and Derivatives
Association, Inc. "ISDA "]
[If other method of determination applies insert relevant details in lieu of the
provisions of this subparagraph (2)]
[If Minimum and/or Maximum Rate of Interest applies insert:
(3) [
_____________
ISDA – and July 1, respectively, of each year, ss.ss.
288(1), 247(1) German Civil Code.
28
{PAGE}
[insert other relevant Actual/Actual methodology pursuant to ISMA]
[if Actual/Actual (ISDA ) insert: the actual number of days in the Calculation
Period divided by 365 (or, if any portion of that Calculation Period falls in a
leap year, the sum of (
_____________
dt 1602951
;
DB Trust
As referenced in this Agency Agreement:
DEUTSCHE BANK TRUST CO – BADEN-WURTTEMBERG - FORDERBANK
as Issuer
- and -
DEUTSCHE BANK AKTIENGESELLSCHAFT
as registrar and principal paying agent
in respect of the Issuer's global notes issued as dual note structure notes
- and -
DEUTSCHE BANK TRUST CO MPANY AMERICAS
as principal paying agent
in respect of the Issuer's global notes issued as single
note structure notes and as U.S.-paying agent in
respect of the
_____________
DEUTSCHE BANK TRUST CO – Form Supplemental Agency Agreement
2
{PAGE}
THIS AGREEMENT is made on March 22, 2005
AMONG
(1) LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK (the "Issuer");
(2) DEUTSCHE BANK AKTIENGESELLSCHAFT ("Deutsche Bank"); and
(3) DEUTSCHE BANK TRUST CO MPANY AMERICAS ("DBTCA").
WHEREAS:
(A) The Issuer intends to offer and sell from time to time notes
represented by a global note deposited with or on behalf of The
Depository
_____________
Deutsche Bank Trust Co – c) if to the Single Note Structure Principal Paying Agent, the
Dual Note Structure U.S.-Paying Agent or to the Calculation
Agent, where DBTCA is the Calculation Agent, at:
Deutsche Bank Trust Co mpany Americas
Trust & Securities Services Global Debt Services
60 Wall Street
27th Floor - MS NYC60-2710
New York, New York 10005
United States of America
Telephone: +1-212 250 2157
_____________
DEUTSCHE BANK TRUST CO – Fuetterer /s/ Claudia Prutscher
------------------- ---------------------
Mona Fuetterer Claudia Prutscher
Deputy Manager Legal Counsel
DEUTSCHE BANK AKTIENGESELLSCHAFT
/s/ Keith Barclay /s/ Vivien Wichmann
------------------- -------------------
Keith Barclay Vivien Wichmann
Assistant Vice President Vice President
DEUTSCHE BANK TRUST CO MPANY AMERICAS
/s/ Rodney Gaughan
-------------------
Rodney Gaughan
Vice President
20
{PAGE}
SCHEDULE 1A
-----------
PART I
------
English Version of the
MASTER CONDITIONS OF THE DUAL NOTE STRUCTURE NOTES
{PAGE}
ENGLISH VERSION
_____________
Deutsche Bank Trust Co – held through any other clearing system which maintains an
account with the Euro Clearing System. The other permanent global certificate
(the "DTC Global Note") will be kept in custody by Deutsche Bank Trust Co mpany
Americas ("DBTCA"), or any successor, as custodian for The Depository Trust
Company, New York ("DTC") until all obligations of the Issuer under the Notes
have been satisfied. The DTC
_____________
dt 1391331
|
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Agency Agreement
Agency Agreement (116K)
Doc #1733783: Click preview link for longer preview.
Agency Agreement
- 1 -
LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK
as Issuer
- and -
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Registrar and Paying Agent
-------------------------------------
AGENCY AGREEMENT
relating to . . .
1733783
|
Cede
As referenced in this Agency Agreement:
Cede & Co. – a New York banking corporation, or any successor, as
custodian for DTC as specified in the Conditions. The Global Certificate
will be issued in registered form in the name of Cede & Co. , as nominee of
DTC, recorded in a Register kept by the Registrar, and will represent the
Notes kept in custody for financial institutions that are participants in
DTC.
(2)
_____________
CEDE & CO. – COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY GLOBAL
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
_____________
CEDE & CO. – CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY
_____________
CEDE & CO. – AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.
NAMENS-SAMMELSCHULDVERSCHREIBUNG
uber einen Nennbetrag von
zweihundert und funfzig Millionen
United States Dollars
(U.S.$ 250,000,000)
der o% Globalanleihe fallig 2006 im Gesamtnennbetrag
_____________
Cede & Co. – der Landeskreditbank
Baden-Wurttemberg - Forderbank (die "Emittentin").
Diese Sammelschuldverschreibung verbrieft Teilschuldverschreibungen im
Nennbetrag von je U.S.$ 1.000 (die "Schuldverschreibungen"). Sie ist von der
Emittentin als Namens-Sammelschuldverschreibung an Cede & Co. als Beauftragte
von The Depository Trust Company ("DTC") begeben und in das Verwahr- und
Clearingsystem der DTC zur Verwahrung eingeliefert worden, um die Lieferung und
Ubertragung von Schuldverschreibungen innerhalb
_____________
dt 1629847
;
|
DB Trust
As referenced in this Agency Agreement:
DEUTSCHE BANK TRUST CO – {DOCUMENT}
{TYPE}EX-4.1
{SEQUENCE}3
{FILENAME}ex4-1_011205.txt
{DESCRIPTION}AGENCY AGREEMENT
{TEXT}
Exhibit 4.1
Agency Agreement
- 1 -
LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK
as Issuer
- and -
DEUTSCHE BANK TRUST CO MPANY AMERICAS
as Registrar and Paying Agent
-------------------------------------
AGENCY AGREEMENT
relating to the issue of
U.S.$ 250,000,000
o% Notes due 2006
of
LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK
-------------------------------------
January o,
_____________
DEUTSCHE BANK TRUST CO – Terms and Conditions....................S-22
{PAGE}
Agency Agreement
- 3 -
THIS AGREEMENT is made on January o, 2005
BETWEEN
(1) LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK ("L-Bank" or the "Issuer");
and
(2) DEUTSCHE BANK TRUST CO MPANY AMERICAS, a New York banking corporation,
(hereinafter referred to in such respective capacity as "Registrar" and
"Paying Agent", which expressions shall include any successor registrar or
paying agent appointed
_____________
Deutsche Bank Trust Co – divided into
250,000 notes in the principal amount of U.S.$ 1,000 each, which will rank
equally among themselves (the "Notes"); and
(B) The Issuer wishes to engage Deutsche Bank Trust Co mpany Americas to act as
Registrar and as Paying Agent in respect of the Notes upon the terms and
conditions set forth in this Agreement and the Schedules hereto.
IT
_____________
Deutsche Bank Trust Co – that
agreement, instrument or document as the same may be amended, varied or
supplemented from time to time.
2. APPOINTMENT OF REGISTRAR AND PAYING AGENT
(1) L-Bank hereby appoints Deutsche Bank Trust Co mpany Americas to act as
Registrar in respect of the Notes, and Deutsche Bank Trust Company Americas
hereby accepts such appointment, and agrees to act in such capacity, upon
the
_____________
Deutsche Bank Trust Co – time to time.
2. APPOINTMENT OF REGISTRAR AND PAYING AGENT
(1) L-Bank hereby appoints Deutsche Bank Trust Company Americas to act as
Registrar in respect of the Notes, and Deutsche Bank Trust Co mpany Americas
hereby accepts such appointment, and agrees to act in such capacity, upon
the terms and subject to the conditions set out below, for the purposes of:
(a) authenticating
_____________
dt 1391332
|
Preview
Full Doc
| 2005 |
Agency Agreement
Agency Agreement (115K)
Doc #1733788: Click preview link for longer preview.
Agency Agreement
- 1 -
LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK
as Issuer
- and -
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Registrar and Paying Agent
-------------------------------------
AGENCY AGREEMENT
relating to . . .
1733788
|
Cede
As referenced in this Agency Agreement:
Cede & Co. – a New York banking corporation, or any successor, as
custodian for DTC as specified in the Conditions. The Global Certificate
will be issued in registered form in the name of Cede & Co. , as nominee of
DTC, recorded in a Register kept by the Registrar, and will represent the
Notes kept in custody for financial institutions that are participants in
DTC.
(2)
_____________
CEDE & CO. – COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY GLOBAL
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
_____________
CEDE & CO. – CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY
_____________
CEDE & CO. – AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.
NAMENS-SAMMELSCHULDVERSCHREIBUNG
uber einen Nennbetrag von
(Betrag in Worten o)
(U.S.$ o)
der o% Globalanleihe fallig o im Gesamtnennbetrag von [Betrag in Worten
o]
_____________
Cede & Co. – der Landeskreditbank Baden-Wurttemberg -
Forderbank (die "Emittentin").
Diese Sammelschuldverschreibung verbrieft Teilschuldverschreibungen im
Nennbetrag von je U.S.$ 1.000 (die "Schuldverschreibungen"). Sie ist von der
Emittentin als Namens-Sammelschuldverschreibung an Cede & Co. als Beauftragte
von The Depository Trust Company ("DTC") begeben und in das Verwahr- und
Clearingsystem der DTC zur Verwahrung eingeliefert worden, um die Lieferung und
Ubertragung von Schuldverschreibungen innerhalb
_____________
dt 1629849
;
|
DB Trust
As referenced in this Agency Agreement:
DEUTSCHE BANK TRUST CO – {DOCUMENT}
{TYPE}EX-4.1
{SEQUENCE}5
{FILENAME}ex4-1_010705.txt
{DESCRIPTION}AGENCY AGREEMENT
{TEXT}
Exhibit 4.1
Agency Agreement
- 1 -
LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK
as Issuer
- and -
DEUTSCHE BANK TRUST CO MPANY AMERICAS
as Registrar and Paying Agent
-------------------------------------
AGENCY AGREEMENT
relating to the issue of
U.S.$ o
o% Notes due o
of
LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK
-------------------------------------
January o, 2005
{PAGE}
_____________
DEUTSCHE BANK TRUST CO – Terms and Conditions....................S-22
{PAGE}
Agency Agreement
- 3 -
THIS AGREEMENT is made on January o, 2005
BETWEEN
(1) LANDESKREDITBANK BADEN-WURTTEMBERG - FORDERBANK ("L-Bank" or the "Issuer");
and
(2) DEUTSCHE BANK TRUST CO MPANY AMERICAS, a New York banking corporation,
(hereinafter referred to in such respective capacity as "Registrar" and
"Paying Agent", which expressions shall include any successor registrar or
paying agent appointed
_____________
Deutsche Bank Trust Co – o divided into o notes in
the principal amount of U.S.$ 1,000 each, which will rank equally among
themselves (the "Notes"); and
(B) The Issuer wishes to engage Deutsche Bank Trust Co mpany Americas to act as
Registrar and as Paying Agent in respect of the Notes upon the terms and
conditions set forth in this Agreement and the Schedules hereto.
IT
_____________
Deutsche Bank Trust Co – that
agreement, instrument or document as the same may be amended, varied or
supplemented from time to time.
2. APPOINTMENT OF REGISTRAR AND PAYING AGENT
(1) L-Bank hereby appoints Deutsche Bank Trust Co mpany Americas to act as
Registrar in respect of the Notes, and Deutsche Bank Trust Company Americas
hereby accepts such appointment, and agrees to act in such capacity, upon
the
_____________
Deutsche Bank Trust Co – time to time.
2. APPOINTMENT OF REGISTRAR AND PAYING AGENT
(1) L-Bank hereby appoints Deutsche Bank Trust Company Americas to act as
Registrar in respect of the Notes, and Deutsche Bank Trust Co mpany Americas
hereby accepts such appointment, and agrees to act in such capacity, upon
the terms and subject to the conditions set out below, for the purposes of:
(a) authenticating
_____________
dt 1391334
|
Preview
Full Doc
| 2002 |
Agency Agreement
Agency Agreement (122K)
Doc #2509198: Click preview link for longer preview.
Agency Agreement
Westpac Securities Administration Limited
(Trustee)
Westpac Securitisation Management Pty Limited
(Trust Manager)
Citibank, N.A., London Branch
(Note Trustee)
. . .
2509198
|
Cede
As referenced in this Agency Agreement:
Cede & Co. – delivery on its behalf of the
Book-Entry Notes to the Principal Paying Agent. The Book-Entry
Notes shall initially be registered on the Note Register in
the name of Cede & Co. , as nominee of DTC as Clearing Agency,
and no Class A Note Owner will receive a Definitive Note
representing such Class A Note Owner's interest in such Class
_____________
dt 1632729
;
Citibank
As referenced in this Agency Agreement:
Citibank, N.A. – SEQUENCE}7
{FILENAME}dex45.txt
{DESCRIPTION}AGENCY AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.5
Agency Agreement
{PAGE}
Agency Agreement
Westpac Securities Administration Limited
(Trustee)
Westpac Securitisation Management Pty Limited
(Trust Manager)
Citibank, N.A. , London Branch
(Note Trustee)
Citibank, N.A., London Branch
(Principal Paying Agent)
Citibank, N.A., London Branch
(Agent Bank)
Citibank, N.A., London Branch
(Note Registrar)
Allens Arthur Robinson
_____________
Citibank, N.A. – AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.5
Agency Agreement
{PAGE}
Agency Agreement
Westpac Securities Administration Limited
(Trustee)
Westpac Securitisation Management Pty Limited
(Trust Manager)
Citibank, N.A., London Branch
(Note Trustee)
Citibank, N.A. , London Branch
(Principal Paying Agent)
Citibank, N.A., London Branch
(Agent Bank)
Citibank, N.A., London Branch
(Note Registrar)
Allens Arthur Robinson
The Chifley Tower
2 Chifley Square
Sydney
_____________
Citibank, N.A. – PAGE}
Agency Agreement
Westpac Securities Administration Limited
(Trustee)
Westpac Securitisation Management Pty Limited
(Trust Manager)
Citibank, N.A., London Branch
(Note Trustee)
Citibank, N.A., London Branch
(Principal Paying Agent)
Citibank, N.A. , London Branch
(Agent Bank)
Citibank, N.A., London Branch
(Note Registrar)
Allens Arthur Robinson
The Chifley Tower
2 Chifley Square
Sydney NSW 2000
Australia
Tel 61 2 9230 4000
_____________
Citibank, N.A. – Trustee)
Westpac Securitisation Management Pty Limited
(Trust Manager)
Citibank, N.A., London Branch
(Note Trustee)
Citibank, N.A., London Branch
(Principal Paying Agent)
Citibank, N.A., London Branch
(Agent Bank)
Citibank, N.A. , London Branch
(Note Registrar)
Allens Arthur Robinson
The Chifley Tower
2 Chifley Square
Sydney NSW 2000
Australia
Tel 61 2 9230 4000
Fax 61 2 9230 5333
(C) Copyright
_____________
Citibank, N.A. – 211) incorporated in the Australian Capital Territory of Level
25, 60 Martin Place, Sydney as trust manager in relation to
the Series 2002-1G WST Trust (the Trust Manager);
3. Citibank, N.A. , London Branch acting through its office at 5
Carmelite Street, London EC4Y 0PA as principal paying agent
for the Class A Notes described below (the Principal Paying
Agent, which
_____________
dt 1616582
;
| |
Preview
Full Doc
| 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (311K)
Doc #338251: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
WIZARDS-PATRIOTS HOLDINGS, INC.
WIZARDS ACQUIRING SUB, INC.
METROCALL HOLDINGS, INC.,
PATRIOTS ACQUIRING SUB, INC.
AND
ARCH WIRELESS, INC.
DATED AS OF MARCH 29, 2004
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I THE MERGER............................................................................ 2
Section 1.1 The Merger................................................................ 2
Section 1.2 Effective Time of the Merger.............................................. 2
Section 1.3 Certificates of Incorporation............................................. 3
Section 1.4 Bylaws.................................................................... 3
Section 1.5 Officers.................................................................. 3
Section 1.6 Directors................................................................. 3
Section 1.7 Effect of Merger.......................................................... 4
ARTICLE II CONVERSION AND EXCHANGE OF SECURITIES................................................ 4
Section 2.1 Effect on Capital Stock................................................... 4
Section 2.2 Exchange Fund............................................................. 10
Section 2.3 Elections................................................................. 10
Section 2.4 Allocation of Cash and Parent Common Stock................................ 11
Section 2.5 Exchange Procedures....................................................... 12
Section 2.6 Right to Receive Merger Consideration..................................... 13
Section 2.7 Stock Transfer Books...................................................... 13
Section 2.8 Release of Exchange Fund.................................................. 14
Section 2.9 Distributions with Respect to Unexchanged Shares.......................... 14
Section 2.10 No Fractional Securities.................................................. 14
Section 2.11 Adjustments To Exchange Ratios and Cash Election Price.................... 14
Section 2.12 Closing................................................................... 15
Section 2.13 Lost, Stolen, Destroyed Certificates...................................... 15
Section 2.14 Taking of Necessary Action; Further Action................................ 15
Section 2.15 Required Withholding...................................................... 16
ARTICLE III REPRESENTATIONS AND WARRANTIES OF ARCH.............................................. 16
Section 3.1 Organization and Qualification............................................ 16
Section 3.2 Capitalization............................................................ 17
Section 3.3 Subsidiaries.............................................................. 18
Section 3.4 Authority; Non-Contravention; Approvals................................... 19
Section 3.5 Reports and Financial Statements.......................................... 20
Section 3.6 Employee Benefit Plans; Labor Matters; No Parachute Payments.............. 21
Section 3.7 Certain Tax Matters....................................................... 25
Section 3.8 Contracts; Debt Instruments............................................... 25
Section 3.9 Litigation................................................................ 26
Section 3.10 Insurance................................................................. 26
Section 3.11 Intellectual Property..................................................... 26
Section 3.12 Taxes..................................................................... 27
Section 3.13 Interested Party Transactions............................................. 27
Section 3.14 Absence of Undisclosed Liabilities........................................ 27
Section 3.15 Absence of Certain Changes................................................ 27
Section 3.16 Registration Statement and Proxy Statement................................ 28
{/TABLE}
{PAGE}
{TABLE}
{S} {C}
Section 3.17 Reorganization............................................................ 28
Section 3.18 Board Approval............................................................ 28
Section 3.19 Brokers and Finders....................................................... 28
Section 3.20 Opinion of Financial Advisor.............................................. 29
Section 3.21 Hazardous Substances and Hazardous Waste.................................. 29
Section 3.22 Compliance with Laws...................................................... 31
Section 3.23 Permits and Licenses...................................................... 31
Section 3.24 Real Property............................................................. 32
Section 3.25 State Takeover Statutes................................................... 32
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF METROCALL.......................................... 33
Section 4.1 Organization and Qualification............................................ 33
Section 4.2 Capitalization............................................................ 34
Section 4.3 Subsidiaries.............................................................. 35
Section 4.4 Authority; Non-Contravention; Approvals................................... 35
Section 4.5 Reports and Financial Statements.......................................... 37
Section 4.6 Employee Benefit Plans; Labor Matters; No Parachute Payments.............. 38
Section 4.7 Certain Tax Matters....................................................... 42
Section 4.8 Contracts; Debt Instruments............................................... 42
Section 4.9 Litigation................................................................ 42
Section 4.10 Insurance................................................................. 43
Section 4.11 Intellectual Property..................................................... 43
Section 4.12 Taxes..................................................................... 43
Section 4.13 Interested Party Transactions............................................. 44
Section 4.14 Absence of Undisclosed Liabilities........................................ 44
Section 4.15 Absence of Certain Changes................................................ 44
Section 4.16 Registration Statement and Proxy Statement................................ 44
Section 4.17 Reorganization............................................................ 45
338251
|
Cede
As referenced in this Agreement and Plan of Merger:
Cede & Co – 5 Exchange Procedures. As soon as practicable after the
Effective Time, Parent shall cause the Exchange Agent to mail or make available
to Cede & Co . and, as appropriate, each holder of record of a Certificate or
Certificates which immediately prior to the
-12-
{PAGE}
Effective Time represented
_____________
dt 672335
;
Arch Wireless
As referenced in this Agreement and Plan of Merger:
ARCH WIRELESS, INC – AND PLAN OF MERGER
BY AND AMONG
WIZARDS-PATRIOTS HOLDINGS, INC.
WIZARDS ACQUIRING SUB, INC.
METROCALL HOLDINGS, INC.,
PATRIOTS ACQUIRING SUB, INC.
AND
ARCH WIRELESS, INC .
DATED AS OF MARCH 29, 2004
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I THE MERGER............................................................................ 2
Section 1.
_____________
Arch Wireless, Inc – Inc., a Delaware corporation ("Metrocall"), Patriots Acquiring Sub,
Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Arch
Acquiring Sub"), and Arch Wireless, Inc ., a Delaware corporation ("Arch").
Metrocall and Arch are sometimes together referred to collectively as the
"Companies" and, individually, as a "Company."
WITNESSETH:
_____________
Arch Wireless, Inc – Avenue
New York, New York 10022
Attention: Andre Weiss, Esq.
Jeffrey S. Sabin, Esq.
Facsimile: (212) 593-5955
(b) If to Arch, to:
Arch Wireless, Inc .
1800 West Park Drive,
Suite 250
Westborough, MA 01581
Attention: C. Edward Baker, Jr.
Facsimile: (508) 870-6076
With a copy to
_____________
Arch Wireless, Inc – West Park Drive,
Suite 250
Westborough, MA 01581
Attention: C. Edward Baker, Jr.
Facsimile: (508) 870-6076
With a copy to each of:
Arch Wireless, Inc .
1800 West Park Drive,
Suite 250
Westborough, MA 01581
Attention: William E. Redmond, Jr.
Facsimile: (518) 581-2323
Arch Wireless, Inc.
1800
_____________
Arch Wireless, Inc – each of:
Arch Wireless, Inc.
1800 West Park Drive,
Suite 250
Westborough, MA 01581
Attention: William E. Redmond, Jr.
Facsimile: (518) 581-2323
Arch Wireless, Inc .
1800 West Park Drive,
Suite 250
Westborough, MA 01581
Attention: Patricia A. Gray, Esq.
Facsimile: (866) 207-3384
-72-
{PAGE}
Latham & Watkins
_____________
dt 687529
;
Bear, Stearns
As referenced in this Agreement and Plan of Merger:
Bear, Stearns & Co – Arch or Parent to pay any finder's fees, brokerage or agent
commissions or other like payments in connection with the Transactions, except
Bear, Stearns & Co . Inc. ("Arch Financial Advisor") and Berenson & Company,
whose fees and expenses will be paid by Arch in accordance with
-28-
{PAGE}
Arch'
_____________
dt 704009
;
|
Metrocall
As referenced in this Agreement and Plan of Merger:
METROCALL HOLDINGS, INC – TEXT}
{PAGE}
Exhibit 2.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
WIZARDS-PATRIOTS HOLDINGS, INC.
WIZARDS ACQUIRING SUB, INC.
METROCALL HOLDINGS, INC .,
PATRIOTS ACQUIRING SUB, INC.
AND
ARCH WIRELESS, INC.
DATED AS OF MARCH 29, 2004
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {
_____________
Metrocall
Holdings, Inc – Holdings, Inc., a Delaware
corporation ("Parent"), Wizards Acquiring Sub, Inc., a Delaware corporation and
a wholly-owned subsidiary of Parent ("Metrocall Acquiring Sub"), Metrocall
Holdings, Inc ., a Delaware corporation ("Metrocall"), Patriots Acquiring Sub,
Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Arch
Acquiring Sub"), and
_____________
Metrocall Holdings, Inc – hereafter be designated by such party to the other parties in
accordance with the provisions of this Section:
(a) If to Metrocall, to:
Metrocall Holdings, Inc .
6677 Richmond Highway
Alexandria, VA 22306
Attention: Vincent D. Kelly
Facsimile: (703) 768-9625
With a copy to:
Schulte Roth & Zabel LLP
_____________
METROCALL HOLDINGS, INC – D. Kelly
Title: Chief Executive Officer
WIZARDS ACQUIRING SUB, INC.
By: /s/ Vincent D. Kelly
---------------------------------
Name: Vincent D. Kelly
Title: Chief Executive Officer
METROCALL HOLDINGS, INC .
By: /s/ Vincent D. Kelly
---------------------------------
Name: Vincent D. Kelly
Title: Chief Executive Officer
PATRIOTS ACQUIRING SUB, INC.
By: /s/ Vincent D. Kelly
---------------------------------
_____________
dt 691370
;
BNY
As referenced in this Agreement and Plan of Merger:
Bank of New York, – Secured Compounding Notes due 2009, in accordance
with the Indenture, dated May 29, 2002, among Arch Holdings, the guarantors
listed therein and The Bank of New York, as Trustee.
Section 6.16 Redemption of Preferred Stock.On or prior to the
earlier of the record date Metrocall Stockholders Meeting
_____________
dt 701753
;
More... |
Preview
Full Doc
| 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (311K)
Doc #413470: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
WIZARDS-PATRIOTS HOLDINGS, INC.
WIZARDS ACQUIRING SUB, INC.
METROCALL HOLDINGS, INC.,
PATRIOTS ACQUIRING SUB, INC.
AND
ARCH WIRELESS, INC.
DATED AS OF MARCH 29, 2004
TABLE OF CONTENTS
. . .
413470
|
Cede
As referenced in this Agreement and Plan of Merger:
Cede & Co. – subject to Section 2.10.
Section 2.5 Exchange Procedures. As soon as practicable after the
Effective Time, Parent shall cause the Exchange Agent to mail or make available
to Cede & Co. and, as appropriate, each holder of record of a Certificate or
Certificates which immediately prior to the
-12-
{PAGE}
Effective Time represented outstanding shares of Arch Common Stock whose
_____________
dt 1629159
;
Arch Wireless
As referenced in this Agreement and Plan of Merger:
ARCH WIRELESS, INC – PAGE}
Exhibit 2.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
WIZARDS-PATRIOTS HOLDINGS, INC.
WIZARDS ACQUIRING SUB, INC.
METROCALL HOLDINGS, INC.,
PATRIOTS ACQUIRING SUB, INC.
AND
ARCH WIRELESS, INC .
DATED AS OF MARCH 29, 2004
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I THE MERGER............................................................................ 2
Section 1.1 The Merger................................................................ 2
Section 1.2
_____________
Arch Wireless, Inc – of Parent ("Metrocall Acquiring Sub"), Metrocall
Holdings, Inc., a Delaware corporation ("Metrocall"), Patriots Acquiring Sub,
Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Arch
Acquiring Sub"), and Arch Wireless, Inc ., a Delaware corporation ("Arch").
Metrocall and Arch are sometimes together referred to collectively as the
"Companies" and, individually, as a "Company."
WITNESSETH:
WHEREAS, the respective Boards of Directors of
_____________
Arch Wireless, Inc – to:
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Attention: Andre Weiss, Esq.
Jeffrey S. Sabin, Esq.
Facsimile: (212) 593-5955
(b) If to Arch, to:
Arch Wireless, Inc .
1800 West Park Drive,
Suite 250
Westborough, MA 01581
Attention: C. Edward Baker, Jr.
Facsimile: (508) 870-6076
With a copy to each of:
Arch Wireless, Inc.
1800 West
_____________
Arch Wireless, Inc – to Arch, to:
Arch Wireless, Inc.
1800 West Park Drive,
Suite 250
Westborough, MA 01581
Attention: C. Edward Baker, Jr.
Facsimile: (508) 870-6076
With a copy to each of:
Arch Wireless, Inc .
1800 West Park Drive,
Suite 250
Westborough, MA 01581
Attention: William E. Redmond, Jr.
Facsimile: (518) 581-2323
Arch Wireless, Inc.
1800 West Park Drive,
Suite 250
Westborough, MA
_____________
Arch Wireless, Inc – 508) 870-6076
With a copy to each of:
Arch Wireless, Inc.
1800 West Park Drive,
Suite 250
Westborough, MA 01581
Attention: William E. Redmond, Jr.
Facsimile: (518) 581-2323
Arch Wireless, Inc .
1800 West Park Drive,
Suite 250
Westborough, MA 01581
Attention: Patricia A. Gray, Esq.
Facsimile: (866) 207-3384
-72-
{PAGE}
Latham & Watkins
555 Eleventh Street, NW, Suite 1000
Washington,
_____________
dt 1491730
;
Bear, Stearns
As referenced in this Agreement and Plan of Merger:
Bear, Stearns & Co – which may result
in the obligation of Arch or Parent to pay any finder's fees, brokerage or agent
commissions or other like payments in connection with the Transactions, except
Bear, Stearns & Co . Inc. ("Arch Financial Advisor") and Berenson & Company,
whose fees and expenses will be paid by Arch in accordance with
-28-
{PAGE}
Arch's respective agreements with Arch Financial Advisor
_____________
dt 1361202
;
|
Metrocall
As referenced in this Agreement and Plan of Merger:
METROCALL HOLDINGS, INC – FILENAME}w95738exv2w1.txt
{DESCRIPTION}EXHIBIT 2.1
{TEXT}
{PAGE}
Exhibit 2.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
WIZARDS-PATRIOTS HOLDINGS, INC.
WIZARDS ACQUIRING SUB, INC.
METROCALL HOLDINGS, INC .,
PATRIOTS ACQUIRING SUB, INC.
AND
ARCH WIRELESS, INC.
DATED AS OF MARCH 29, 2004
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I THE MERGER............................................................................ 2
Section
_____________
Metrocall
Holdings, Inc – this
"Agreement"), by and among Wizards-Patriots Holdings, Inc., a Delaware
corporation ("Parent"), Wizards Acquiring Sub, Inc., a Delaware corporation and
a wholly-owned subsidiary of Parent ("Metrocall Acquiring Sub"), Metrocall
Holdings, Inc ., a Delaware corporation ("Metrocall"), Patriots Acquiring Sub,
Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Arch
Acquiring Sub"), and Arch Wireless, Inc., a Delaware corporation ("Arch").
_____________
Metrocall Holdings, Inc – below or such other
address as may hereafter be designated by such party to the other parties in
accordance with the provisions of this Section:
(a) If to Metrocall, to:
Metrocall Holdings, Inc .
6677 Richmond Highway
Alexandria, VA 22306
Attention: Vincent D. Kelly
Facsimile: (703) 768-9625
With a copy to:
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York
_____________
METROCALL HOLDINGS, INC – By: /s/ Vincent D. Kelly
---------------------------------
Name: Vincent D. Kelly
Title: Chief Executive Officer
WIZARDS ACQUIRING SUB, INC.
By: /s/ Vincent D. Kelly
---------------------------------
Name: Vincent D. Kelly
Title: Chief Executive Officer
METROCALL HOLDINGS, INC .
By: /s/ Vincent D. Kelly
---------------------------------
Name: Vincent D. Kelly
Title: Chief Executive Officer
PATRIOTS ACQUIRING SUB, INC.
By: /s/ Vincent D. Kelly
---------------------------------
Name: Vincent D. Kelly
Title: Chief Executive
_____________
dt 1473100
;
BNY
As referenced in this Agreement and Plan of Merger:
Bank of New York, – redeem in full all
outstanding 12% Subordinated Secured Compounding Notes due 2009, in accordance
with the Indenture, dated May 29, 2002, among Arch Holdings, the guarantors
listed therein and The Bank of New York, as Trustee.
Section 6.16 Redemption of Preferred Stock.On or prior to the
earlier of the record date Metrocall Stockholders Meeting and June 30, 2004,
Metrocall shall redeemed,
_____________
dt 1583778
;
More... |
Preview
Full Doc
| 2004 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (271K)
Doc #814407: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "AGREEMENT") is made and
entered into as of this 10th day of December, 2003, by and between SOUTHWEST
GEORGIA BANK, a Georgia bank ("SGB"), SOUTHWEST GEORGIA FINANCIAL CORPORATION, a
Georgia corporation ("SGFC", and unless the context otherwise requires, the term
"SGFC" shall include both SGFC and SGB), SYLVESTER BANKING COMPANY, a Georgia
bank ("BANK"), and FIRST BANK HOLDING COMPANY, a Georgia corporation (" . . .
814407
|
Cede
As referenced in this Agreement and Plan of Reorganization:
Cede & Co. – 536
H. L. Simpson, Jr. 152
John Robert Sledge 220
Martha J. D. Smith 10
Joseph Clinton Sumner, Jr. 92
Sara D. Sumner 92
Al Surrency 10
Charlotte Surrency 20
Cede & Co. 100
Adelaide D. Willis 10
Catherine B. Wingate 10
Evelyn B. Golden 1
---------
Total 9,777
Exhibit D - Page 2
{PAGE}
EXHIBIT E
(1) Holding Company was duly organized
_____________
dt 1629377
;
|
 Kilpatrick
As referenced in this Agreement and Plan of Reorganization:
Kilpatrick Stockton – as legally sufficient
consideration are hereby acknowledged, the parties hereto agree as follows:
{PAGE}
ARTICLE I
---------
CLOSING
-------
The transactions contemplated herein shall be consummated (the "CLOSING")
at the offices of Kilpatrick Stockton LLP, Suite 2800, 1100 Peachtree Street,
Atlanta, Georgia, on the first business day following receipt of all approvals
from any governmental authorities having jurisdiction over the transactions
contemplated by
_____________
Kilpatrick Stockton – that SGFC has filed all corporate tax returns required by the laws of
such state and has paid all taxes shown thereon to be due; and
(e) an opinion of Kilpatrick Stockton , LLP, counsel for SGFC, dated
the Closing Date, in the form attached hereto as Exhibit E.
9.4 SHAREHOLDER APPROVAL. The Merger Agreement shall have been
approved by the
_____________
dt 1383853
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Preview
Full Doc
| 2004 |
Asset Purchase Agreement
Asset Purchase Agreement (219K)
Doc #378183: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
Between
WEIRTON STEEL CORPORATION, FW HOLDINGS, INC. and
WEIRTON VENTURE HOLDINGS CORPORATION, as Sellers,
AND
WSC ACQUISITION CORPORATION, as Buyer
Dated as of April 6, 2004
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TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE 1. PURCHASE AND SALE OF THE ACQUIRED ASSETS ............................................................. 2
SECTION 1.1 Transfer of Acquired Assets .................................................................. 2
SECTION 1.2 Excluded Assets .............................................................................. 4
SECTION 1.3 Assumption of Liabilities. ................................................................... 6
SECTION 1.4 Retention of Liabilities. .................................................................... 7
SECTION 1.5 Non-Assignment of Contracts .................................................................. 9
SECTION 1.6 Identification of Additional and Excluded Contracts .......................................... 9
SECTION 1.7 Transition Services Agreement ................................................................ 10
SECTION 1.8 Exclusion of Nonoperating Assets ............................................................. 10
ARTICLE 2. CONSIDERATION ........................................................................................ 10
SECTION 2.1 Total Consideration .......................................................................... 10
SECTION 2.2 Accounts Payable and Payroll Liabilities ..................................................... 11
SECTION 2.3 Directors and Officers Insurance ............................................................. 12
ARTICLE 3. CLOSING AND DELIVERIES ............................................................................... 12
SECTION 3.1 Closing ...................................................................................... 12
SECTION 3.2 Sellers' Deliveries .......................................................................... 13
SECTION 3.3 Buyer's Deliveries ........................................................................... 13
ARTICLE 4. REPRESENTATIONS AND WARRANTIES ....................................................................... 15
SECTION 4.1 Representations and Warranties of Sellers .................................................... 15
SECTION 4.2 Representations and Warranties of Buyer ...................................................... 22
SECTION 4.3 Warranties Are Exclusive. .................................................................... 23
ARTICLE 5. COVENANTS AND OTHER AGREEMENTS ....................................................................... 24
SECTION 5.1 Pre-Closing Covenants of Sellers ............................................................. 24
SECTION 5.2 Pre-Closing Covenants of Buyer ............................................................... 28
SECTION 5.3 Other Covenants of Sellers and Buyer ......................................................... 29
SECTION 5.4 Employment Covenants and Other Undertakings .................................................. 30
SECTION 5.5 Covenants Relating to Offerings, Financings and Securities Law Compliance .................... 33
SECTION 5.6 Administration of Payroll Liabilities ........................................................ 34
SECTION 5.7 Ownership and Use of Weirton Steel Name ...................................................... 35
ARTICLE 6. TAXES ................................................................................................ 36
SECTION 6.1 Taxes Related to Purchase of Acquired Assets ................................................. 36
SECTION 6.2 Cooperation on Tax Matters ................................................................... 36
SECTION 6.3 Allocation of Total Consideration ............................................................ 37
ARTICLE 7. CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES ....................................................... 37
SECTION 7.1 Conditions Precedent to Performance by Sellers ............................................... 37
SECTION 7.2 Conditions Precedent to the Performance by Buyer ............................................. 38
ARTICLE 8. TERMINATION .......................................................................................... 41
SECTION 8.1 Conditions of Termination. ................................................................... 41
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{TABLE}
{S} {C}
SECTION 8.2 Effect of Termination ........................................................................ 42
ARTICLE 9. SURVIVAL AND INDEMNIFICATION ......................................................................... 42
SECTION 9.1 Survival; Indemnification. ................................................................... 42
SECTION 9.2 Specific Performance ......................................................................... 42
SECTION 9.3 Exclusive Remedy ............................................................................. 43
ARTICLE 10. MISCELLANEOUS ....................................................................................... 43
SECTION 10.1 Allowed Administrative Expenses ............................................................. 43
SECTION 10.2 Further Assurances .......................................................................... 43
SECTION 10.3 Successors and Assigns ...................................................................... 43
SECTION 10.4 Governing Law; Jurisdiction ................................................................. 44
SECTION 10.5 Expenses .................................................................................... 44
SECTION 10.6 Broker's and Finder's Fees .................................................................. 44
SECTION 10.7 Severability ................................................................................ 44
SECTION 10.8 Notices ..................................................................................... 45
SECTION 10.9 Amendments; Waivers ......................................................................... 46
SECTION 10.10 Public Announcements ....................................................................... 46
SECTION 10.11 Entire Agreement ........................................................................... 46
SECTION 10.12 No Third Party Beneficiaries ............................................................... 46
378183
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Cede
As referenced in this Asset Purchase Agreement:
CEDE & Co. – Sellers, Buyer, Notes Trustee and Bonds
Trustee;
(d) At the Closing or as soon as reasonably practicable
thereafter, Buyer shall deliver to DTTC a certificate issued
in the name of CEDE & Co. and evidencing 985,000 shares (the
"SHARES") of the common stock, $.001 par value per share (the
"COMMON STOCK"), of Weirton Holdings Corporation, a Delaware
corporation ("WHC"), which owns
_____________
dt 1629012
;
Int'l Steel
As referenced in this Asset Purchase Agreement:
International Steel Group Inc – the FWH
Bankruptcy Case, the "BANKRUPTCY CASES") under the Bankruptcy Code in the
Bankruptcy Court.
B. On February 18, 2004 (the "EXECUTION DATE"), Sellers, ISG
Weirton Inc. ("ISG WEIRTON") and International Steel Group Inc . ("ISG") entered
into an asset purchase agreement, pursuant to which ISG Weirton agreed to
purchase the Acquired Assets and assume the Assumed Liabilities from Sellers
(the "ORIGINAL ISG AGREEMENT").
_____________
International Steel Group Inc – Procedure (the "BANKRUPTCY RULES").
E. On March 8, 2004, the Bankruptcy Court entered the Order (A)
Approving Bidding Procedures and, Under Certain Circumstances, Termination
Payments to ISG Weirton Inc., and International Steel Group Inc .; (B) Scheduling
Bidding Deadline, Auction Date and Sale Hearing Date; (c) Establishing Procedure
for Determining Cure Costs; and (D) Fixing Notice Procedures and Approving Form
of Notice (the "BIDDING
_____________
dt 1523825
;
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Akin Gump
As referenced in this Asset Purchase Agreement:
Akin Gump – PAYMENT" will be adjusted accordingly).
ARTICLE 3. CLOSING AND DELIVERIES
SECTION 3.1 Closing.
The consummation of the transactions contemplated hereby (the
"CLOSING") shall take place at the offices of Akin Gump Strauss Hauer & Feld
LLP, 590 Madison Avenue, New York, New York 10022 at 10:00 a.m. (E.S.T.) on the
first Business Day following the satisfaction or waiver
_____________
Akin Gump – NY 10017 2100 Enterprise Avenue
Attention: Ronald J. Buck Geneva, IL 60134
Facsimile: (212) 351-5969 Attention: Michael J.
Holmberg
Facsimile: (630) 406-9662
45
{PAGE}
With a copy to:
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, NY 10022
Attention: Lisa Beckerman
Facsimile: (212) 872-1002
(b) Any party may change its address or facsimile number for the
_____________
dt 1523903
;
Kirkpatrick
As referenced in this Asset Purchase Agreement:
Kirkpatrick & Lockhart
– to Sellers:
Weirton Steel Corporation
400 Three Springs Drive
Weirton, WV 26062-4997
Attention: Mark E. Kaplan, President
Facsimile: (304) 797-2991
With a copy to:
McGuire Woods LLP and: Kirkpatrick & Lockhart
23rd Floor, Dominion Tower 535 Smithfield Street
625 Liberty Avenue Pittsburgh, PA 15222-2312
Pittsburgh, PA 15222 Attention: Michael C. McLean
Attention: Mark E. Freedlander Facsimile: (412) 355-6501
_____________
dt 1524534
;
McGuireWoods
As referenced in this Asset Purchase Agreement:
McGuire Woods – party as follows:
If to Sellers:
Weirton Steel Corporation
400 Three Springs Drive
Weirton, WV 26062-4997
Attention: Mark E. Kaplan, President
Facsimile: (304) 797-2991
With a copy to:
McGuire Woods LLP and: Kirkpatrick & Lockhart
23rd Floor, Dominion Tower 535 Smithfield Street
625 Liberty Avenue Pittsburgh, PA 15222-2312
Pittsburgh, PA 15222 Attention: Michael C. McLean
Attention: Mark E. Freedlander
_____________
dt 1532521
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Preview
Full Doc
| 2003 |
Auction Agency Agreement
Auction Agency Agreement (65K)
Doc #125692: Click preview link for longer preview.
NUVEEN AUCTION AGENCY AGREEMENT
Basic Terms for Acting as Auction Agent
Relating to
FUNDPREFERRED SHARES
August 22, 2002
{PAGE}
TABLE OF CONTENTS
PAGE
1. Definitions and Rules of Construction............................... 1
1.1 Terms Defined by Reference to Statement.................... 1
1.2 Terms Defined Herein....................................... 1
1.3 Rules of Construction...................................... 2
2. The Auction......................................................... 3
2.1 Purpose; Incorporation by Reference of Auction Procedures
and Settlement Procedures.................................. 3
2.2 Preparation of Each Auction; Maintenance of Registry of
Beneficial Owners.......................................... 3
2.3 Information Concerning Rates............................... 6
2.4 Auction Schedule........................................... 6
2.5 Designation of Dividend Period............................. 7
2.6 Notice of Auction Results.................................. 9
2.7 Broker-Dealers............................................. 9
2.8 Ownership of FundPreferred Shares.......................... 9
2.9 Access to and Maintenance of Auction Records............... 9
2.10 Dividend and Redemption Price Deposit...................... 10
3. The Auction Agent as Dividend and Redemption Price Disbursing Agent. 10
4. The Auction Agent as Transfer Agent and Registrar................... 10
4.1 Issue of Share Certificates................................ 10
4.2 Registration of Transfer of Shares......................... 10
4.3 Removal of Legend on Restricted Shares..................... 10
4.4 Lost Share Certificates.................................... 11
4.5 Disposition of Canceled Certificates; Record Retention..... 11
4.6 Share Transfer Books....................................... 11
4.7 Return of Funds............................................ 11
5. Representations and Warranties of the Fund.......................... 12
6. The Auction Agent................................................... 12
6.1 Duties and Responsibilities................................ 12
6.2 Rights of the Auction Agent................................ 13
6.3 Auction Agent's Disclaimer................................. 14
6.4 Compensation, Expenses and Indemnification................. 14
7. Miscellaneous....................................................... 14
7.1 Term of Agreement.......................................... 14
7.2 Communications............................................. 15
7.3 Entire Agreement........................................... 15
7.4 Benefits................................................... 16
7.5 Amendment; Waiver.......................................... 16
7.6 Successors and Assigns..................................... 16
7.7 Severability............................................... 16
ii
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TABLE OF CONTENTS
(continued)
PAGE
7.8 Execution in Counterparts.................................. 16
7.9 Governing Law.............................................. 16
7.10 Declaration of Trust....................................... 17
EXHIBITS
EXHIBIT A - Form of Broker-Dealer Agreement
EXHIBIT B - Settlement Procedures
EXHIBIT C - Form of Notice of Auction Dates
EXHIBIT D - Form of Notice of Proposed Designation of Special Rate Period
EXHIBIT E - Form of Notice of Designation of Special Rate Period
EXHIBIT F - Form of Notice of Determination Not to Designate Special Rate Period
iii
{PAGE}
These basic terms ("Basic Terms") set forth the general terms and
conditions pursuant to which a bank or trust company identified in a Request and
Acceptance Letter will act as auction agent (an "Auction Agent") for
FundPreferred shares issued by an investment company registered under the
Investment Company Act of 1940, as amended, as further identified by such
Request and Acceptance Letter (a "Fund"), for which Nuveen Institutional
Advisory Corp. is the investment adviser.
The Fund proposes to issue FundPreferred shares pursuant to its
Declaration of Trust, as amended or supplemented by the Statement. The Fund
desires that the Auction Agent perform certain duties in connection with the
FundPreferred shares upon the terms and subject to the conditions of the
Agreement.
1. Definitions and Rules of Construction
1.1 Terms Defined by Reference to Statement. Capitalized terms not
defined herein shall have the respective meanings specified in the
Statement.
1.2 Terms Defined Herein. As used herein and in the Settlement
Procedures, the following terms shall have the following meanings,
unless the context otherwise requires:
(a) "Adviser" shall mean Nuveen Institutional Advisory Corp.
(b) "Agent Member" of any Person shall mean the member of, or
participant in, the Securities Depository.
(c) "Agreement" shall mean the Basic Terms, together with the
Request and Acceptance Letter relating to one or more series
of FundPreferred shares.
(d) "Auction" shall have the meaning specified in Section 2.1
hereof.
(e) "Auction Procedures" shall mean the auction procedures
constituting Part II of the Statement.
(f) "Authorized Officer" shall mean each Vice President,
Assistant Vice President and Assistant Treasurer of the
Auction Agent assigned to the Dealing and Trading Group of
its Corporate Trust and Division and every other officer or
employee of the Auction Agent designated as an "Authorized
Officer" for purposes hereof in a communication to the Fund.
(g) "Broker-Dealer Agreement" shall mean each agreement between
the Auction Agent and a Broker-Dealer substantially in the
form attached hereto as Exhibit A.
(h) "Fund Officer" shall mean the Chairman of the Board of
Trustees of the Fund, the President, each Vice President
(whether or not designated by a number or word or words added
before or after the title "Vice President"), the Secretary,
the Treasurer, each Assistant Secretary and each Assistant
125692
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Cede
As referenced in this Auction Agency Agreement:
Cede & Co – by the Fund and, at the request of the Fund, registered in
the name of Cede & Co . and countersigned by the Auction Agent.
4.2 Registration of Transfer of Shares. Shares
dt 38795
;
BNY
As referenced in this Auction Agency Agreement:
Bank of New
York – referred to as an "Auction." The Board of
Trustees has adopted a resolution appointing The Bank of New
York as Auction Agent for purposes of the Auction Procedures
for each series of the FundPreferred
dt 41574
;
| Nuveen Preferred Convertible Income Fund
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