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120-Day Credit Agreement
120-Day Credit Agreement (218K)
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EXECUTION AGREEMENT
U.S. $200,000,000
120-DAY CREDIT AGREEMENT
Dated as of May 29, 2001
Among
YORK INTERNATIONAL CORPORATION
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
and
. . .
975530
|
 BNY
As referenced in this 120-Day Credit Agreement:
Bank of New York – the three-week period ending
on the previous Friday by Citibank on the basis of such rates
reported by certificate of deposit dealers to and published by
the Federal Reserve Bank of New York or, if such publication
shall be suspended or terminated, on the basis of quotations
for such rates received by Citibank from three New York
certificate of deposit dealers of recognized
_____________
Bank
of New York, – System arranged by Federal funds
brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day on such
transactions received by
_____________
dt 1585487
;
Citibank
As referenced in this 120-Day Credit Agreement:
CITIBANK, N.A. – S. $200,000,000
120-DAY CREDIT AGREEMENT
Dated as of May 29, 2001
Among
YORK INTERNATIONAL CORPORATION
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
and
CITIBANK, N.A.
as Administrative Agent
and
THE CHASE MANHATTAN BANK
as Syndication Agent
and
BANK OF TOKYO-MITSUBISHI
FIRST UNION NATIONAL BANK
and
FLEET NATIONAL BANK
as Documentation Agents
and
J.
_____________
CITIBANK, N.A. – as of May 29, 2001
YORK INTERNATIONAL CORPORATION, a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
(the "Initial Lenders") listed on the signature pages hereof, CITIBANK, N.A.
("Citibank"), as the administrative agent (the "Agent") for the Lenders (as
hereinafter defined), THE CHASE MANHATTAN BANK, as syndication agent, BANK OF
TOKYO-MITSUBISHI and FIRST UNION NATIONAL BANK,
_____________
CITIBANK, N.A. – the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
YORK INTERNATIONAL CORPORATION
By __________________________
Title:
CITIBANK, N.A. ,
as Administrative Agent
By __________________________
Title:
Commitment
Administrative Agent
$80,000,000.00 CITIBANK, N.A.
By _______________________
Name:
Title:
Syndication Agent
$80,000,000.00 THE CHASE MANHATTAN
_____________
CITIBANK, N.A. – authorized,
as of the date first above written.
YORK INTERNATIONAL CORPORATION
By __________________________
Title:
CITIBANK, N.A.,
as Administrative Agent
By __________________________
Title:
Commitment
Administrative Agent
$80,000,000.00 CITIBANK, N.A.
By _______________________
Name:
Title:
Syndication Agent
$80,000,000.00 THE CHASE MANHATTAN BANK
By _______________________
Name:
Title:
Documentation Agents
$20,000,000.00 THE BANK OF TOKYO-MITSUBISHI
_____________
Citibank, N.A. – New York, NY 10017 New York, NY 10017
Attn: Randolph Cates Attn: Randolph Cates
T: 212 270-8997 T: 212 270-8997
F: 212 270-6041 F: 212 270-6041
Citibank, N.A. Two Penns Way, Suite 200 Two Penns Way, Suite 200
New Castle, DE 19720 New Castle, DE 19720
Attn: Bilal Aman Attn: Bilal Aman
T: 302 894-6013 T:
_____________
dt 1478989
;
McGraw-Hill Companies
As referenced in this 120-Day Credit Agreement:
McGraw-Hill
Companies, Inc – evidencing the aggregate indebtedness of the Borrower to
such Lender resulting from the Revolving Credit Advances made by such
Lender.
"S&P" means Standard & Poor's, a division of The McGraw-Hill
Companies, Inc .
"Single Employer Plan" means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
employees of the Borrower or any ERISA
_____________
dt 1516944
;
|
CIBC
As referenced in this 120-Day Credit Agreement:
Canadian Imperial Bank of
Commerce, – repaid or prepaid in full all amounts
outstanding under (A) the Amended and Restated Credit
Agreement dated as of July 21, 1995 among the Borrower, the
lenders parties thereto and Canadian Imperial Bank of
Commerce, as agent, and (B) the 364-Day Revolving Credit
Agreement dated as of June 3, 1999 among the Borrower, the
lenders parties thereto and Canadian Imperial Bank of
Commerce,
_____________
Canadian Imperial Bank of
Commerce, – and Canadian Imperial Bank of
Commerce, as agent, and (B) the 364-Day Revolving Credit
Agreement dated as of June 3, 1999 among the Borrower, the
lenders parties thereto and Canadian Imperial Bank of
Commerce, as agent.
By execution of this Agreement, each of the Lenders
that is a lender under either of the credit agreements
referred to in clause (iii) above hereby waives
_____________
dt 1372527
;
Chase Manhattan
As referenced in this 120-Day Credit Agreement:
CHASE MANHATTAN BANK
– Dated as of May 29, 2001
Among
YORK INTERNATIONAL CORPORATION
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
and
CITIBANK, N.A.
as Administrative Agent
and
THE CHASE MANHATTAN BANK
as Syndication Agent
and
BANK OF TOKYO-MITSUBISHI
FIRST UNION NATIONAL BANK
and
FLEET NATIONAL BANK
as Documentation Agents
and
J.P. MORGAN SECURITIES, INC.
and
SALOMON SMITH BARNEY
_____________
CHASE MANHATTAN BANK, – and other institutional lenders
(the "Initial Lenders") listed on the signature pages hereof, CITIBANK, N.A.
("Citibank"), as the administrative agent (the "Agent") for the Lenders (as
hereinafter defined), THE CHASE MANHATTAN BANK, as syndication agent, BANK OF
TOKYO-MITSUBISHI and FIRST UNION NATIONAL BANK, as documentation agents, and JP
MORGAN SECURITIES, INC. and SALOMON SMITH BARNEY INC., as joint lead arrangers
_____________
Chase Manhattan Bank – of which is such Lender's Revolving Credit
Commitment at such time and the denominator of which is the Revolving
Credit Facility at such time.
"Reference Banks" means Citibank, The Chase Manhattan Bank and
First Union National Bank.
"Register" has the meaning specified in Section 8.07(d).
"Required Lenders" means at any time Lenders owed at least a
majority in interest of
_____________
CHASE MANHATTAN BANK
– CITIBANK, N.A.,
as Administrative Agent
By __________________________
Title:
Commitment
Administrative Agent
$80,000,000.00 CITIBANK, N.A.
By _______________________
Name:
Title:
Syndication Agent
$80,000,000.00 THE CHASE MANHATTAN BANK
By _______________________
Name:
Title:
Documentation Agents
$20,000,000.00 THE BANK OF TOKYO-MITSUBISHI
COMPANY
By _______________________
Name:
Title:
$20,000,000.00 FIRST UNION NATIONAL BANK
By
_____________
Chase Manhattan Bank – York, NY 10020 New York, NY 10020
Attn: Fredrick Leone Attn: Fredrick Leone
T: 212 782-4637 T: 212 782-4637
F: 212 783-6420 F: 212 783-6420
The Chase Manhattan Bank 270 Park Avenue, 47th Floor 270 Park Avenue, 47th Floor
New York, NY 10017 New York, NY 10017
Attn: Randolph Cates Attn: Randolph Cates
T: 212 270-8997 T:
_____________
dt 1426219
;
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BNY
As referenced in this 180-Day Bridge Credit Agreement:
Bank of New York, – rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%)
_____________
dt 1584511
;
Citibank
As referenced in this 180-Day Bridge Credit Agreement:
Citibank, N.A. – Borrowing, are bearing interest at a rate determined by reference to the Prime Rate.
Prime Rate means the rate of interest per annum publicly announced from time to time by Citibank, N.A. as its base rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such
_____________
dt 1478676
;
Citicorp
As referenced in this 180-Day Bridge Credit Agreement:
Citicorp North America, Inc – Form of Opinion of Borrowers In-House Counsel
iii
CREDIT AGREEMENT (this Agreement), dated as of April 29, 2004, among GENWORTH FINANCIAL, INC. (the Borrower), the Lenders party hereto and Citicorp North America, Inc ., as Administrative Agent.
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified
_____________
Citicorp North America, Inc – The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
Administrative Agent means Citicorp North America, Inc ., in its capacity as administrative agent for the Lenders hereunder.
Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Affiliate means, with respect to
_____________
Citicorp North America, Inc – 23230, Attention of Treasurer (Telecopy No. 804-662-7522), with a copy to Attention of General Counsel (Telecopy No. 804-622-2414);
18
(b) if to the Administrative Agent, to Citicorp North America, Inc ., Two Penns Way, New Castle, Delaware 19720, Attention Bank Loan Syndications (Telecopy No. 212 994-0961), with copies to Attention of (Telecopy No. 212 - );
(c) if to any other
_____________
CITICORP NORTH AMERICA, INC – parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
GENWORTH FINANCIAL, INC.
By
Name:
Title:
CITICORP NORTH AMERICA, INC .,
individually and as Administrative Agent,
By
Name:
Title:
Signature page for the 180-Day Bridge Credit Agreement, dated as of April 29, 2004, among Genworth Financial, Inc. and the
_____________
Citicorp North America, Inc – Bridge Credit Agreement, dated as of April 29, 2004, among Genworth Financial, Inc. and the lenders party thereto.
[Name of Lender]
By
Name:
Title:
SCHEDULE 2.01
COMMITMENTS
Lender
Commitment
Citicorp North America, Inc .
$
480,000,000
Deutsche Bank AG New York Branch
$
480,000,000
Lehman Commercial Paper Inc.
$
480,000,000
Morgan Stanley Senior Funding, Inc.
$
480,000,000
Goldman Sachs
_____________
dt 1418049
;
|
Genworth
As referenced in this 180-Day Bridge Credit Agreement:
GENWORTH FINANCIAL, INC –
EX-10.38 8 a2134607zex-10_38.htm EXHIBIT 10.38
Exhibit 10.38
EXECUTION COPY
180-DAY BRIDGE CREDIT AGREEMENT
dated as of
April 29, 2004
Among
GENWORTH FINANCIAL, INC .,
as Borrower,
And
The Lenders Party Hereto
$2,400,000,000 BRIDGE FACILITY
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Lehman Brothers Inc.,
as Joint Lead Arrangers
_____________
GENWORTH FINANCIAL, INC – EXHIBITS:
Exhibit A Form of Assignment and Acceptance
Exhibit B Form of Opinion of Borrowers In-House Counsel
iii
CREDIT AGREEMENT (this Agreement), dated as of April 29, 2004, among GENWORTH FINANCIAL, INC . (the Borrower), the Lenders party hereto and Citicorp North America, Inc., as Administrative Agent.
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms. As
_____________
GENWORTH FINANCIAL, INC – OTHER THEORY).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
GENWORTH FINANCIAL, INC .
By
Name:
Title:
CITICORP NORTH AMERICA, INC.,
individually and as Administrative Agent,
By
Name:
Title:
Signature page for the 180-Day Bridge Credit Agreement, dated as of April 29,
_____________
Genworth Financial, Inc – Name:
Title:
CITICORP NORTH AMERICA, INC.,
individually and as Administrative Agent,
By
Name:
Title:
Signature page for the 180-Day Bridge Credit Agreement, dated as of April 29, 2004, among Genworth Financial, Inc . and the lenders party thereto.
[Name of Lender]
By
Name:
Title:
SCHEDULE 2.01
COMMITMENTS
Lender
Commitment
Citicorp North America, Inc.
$
480,000,000
Deutsche Bank AG New York
_____________
dt 1551058
;
Citigroup Global
As referenced in this 180-Day Bridge Credit Agreement:
Citigroup Global Markets Inc – EXECUTION COPY
180-DAY BRIDGE CREDIT AGREEMENT
dated as of
April 29, 2004
Among
GENWORTH FINANCIAL, INC.,
as Borrower,
And
The Lenders Party Hereto
$2,400,000,000 BRIDGE FACILITY
Citigroup Global Markets Inc ., Deutsche Bank Securities Inc. and Lehman Brothers Inc.,
as Joint Lead Arrangers and Book Managers
TABLE OF CONTENTS
ARTICLE I Definitions
SECTION 1.01. Defined Terms
SECTION 1.02.
_____________
Citigroup Global Markets Inc – shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
Lead Arrangers means Citigroup Global Markets Inc ., Deutsche Bank Securities Inc. and Lehman Brothers Inc.
Lenders means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant
_____________
dt 1369360
;
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180-Day Bridge Credit Agreement
180-Day Bridge Credit Agreement (89K)
Doc #1084257: Click preview link for longer preview.
Exhibit 10.38
EXECUTION COPY
180-DAY BRIDGE
CREDIT AGREEMENT
dated as of
April 30, 2004
Among
GENWORTH FINANCIAL, INC.,
as Borrower,
And
The Lenders Party Hereto
$2,400,000,000 BRIDGE FACILITY
Citigroup Global Markets Inc., Deutsche Bank
Securities Inc. and Lehman Brothers Inc.,
as Joint Lead Arrangers and Book Managers
TABLE OF CONTENTS
ARTICLE I Definitions
SECTION 1.01.
Defined Terms
. . .
1084257
|
BNY
As referenced in this 180-Day Bridge Credit Agreement:
Bank of New York, – rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is
not so published for any day that is a Business Day, the average (rounded
upwards, if necessary, to the next 1/100 of 1%)
_____________
dt 1586173
;
Citibank
As referenced in this 180-Day Bridge Credit Agreement:
Citibank, N.A. – bearing
interest at a rate determined by reference to the Prime Rate.
“Prime Rate” means the rate of interest per annum publicly
announced from time to time by Citibank, N.A. as its base rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such
_____________
dt 1479250
;
Citicorp
As referenced in this 180-Day Bridge Credit Agreement:
Citicorp North America, Inc – s In-House Counsel
iii
CREDIT AGREEMENT (this “Agreement”), dated as of April 30,
2004, among GENWORTH FINANCIAL, INC. (the “Borrower”), the Lenders party
hereto and Citicorp North America, Inc ., as Administrative Agent.
The parties hereto agree
as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined
Terms. As used in this Agreement,
the following terms have the meanings
_____________
Citicorp North America, Inc – agree
as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined
Terms. As used in this Agreement,
the following terms have the meanings specified below:
“Administrative Agent” means Citicorp North America, Inc ., in
its capacity as administrative agent for the Lenders hereunder.
“Administrative Questionnaire” means an Administrative
Questionnaire in a form supplied by the Administrative Agent.
“Affiliate”
_____________
Citicorp North America, Inc – 160; if
to the Administrative Agent, to Citicorp North America, Inc ., Two Penns Way,
New Castle, Delaware 19720, Attention Bank Loan Syndications (Telecopy No. 212
994-0961), with copies to Attention of
(Telecopy No. 212 - );
(c) &#
_____________
CITICORP NORTH
AMERICA, INC – officers as of the day and year first above written.
GENWORTH FINANCIAL, INC.
By
/s/ Richard P. McKenney
Name: Richard
P. McKenney
Title: Senior Vice
President—Chief Financial Officer
CITICORP NORTH
AMERICA, INC .,
individually and as
Administrative Agent,
By
/s/ Peter C. Bickford
Name: Peter
C. Bickford
Title:Vice President
Signature page for the
180-Day Bridge Credit Agreement, dated as of
_____________
CITICORP NORTH
AMERICA, INC – Peter
C. Bickford
Title:Vice President
Signature page for the
180-Day Bridge Credit Agreement, dated as of April 30, 2004, among
Genworth Financial, Inc. and the lenders party thereto.
CITICORP NORTH
AMERICA, INC .
[Name of Lender]
By
/s/ Peter C. Bickford
Name: Peter
C. Bickford
Title: Vice President
Signature page for the 180-Day Bridge Credit Agreement, dated as of
April 30,
_____________
dt 1418167
;
|
Genworth
As referenced in this 180-Day Bridge Credit Agreement:
GENWORTH FINANCIAL, INC –
Exhibit 10.38
EXECUTION COPY
180-DAY BRIDGE
CREDIT AGREEMENT
dated as of
April 30, 2004
Among
GENWORTH FINANCIAL, INC .,
as Borrower,
And
The Lenders Party Hereto
$2,400,000,000 BRIDGE FACILITY
Citigroup Global Markets Inc., Deutsche Bank
Securities Inc. and Lehman Brothers Inc.,
as Joint Lead Arrangers
_____________
GENWORTH FINANCIAL, INC – Assignment and Acceptance
Exhibit B — Form of Opinion of Borrower’s In-House Counsel
iii
CREDIT AGREEMENT (this “Agreement”), dated as of April 30,
2004, among GENWORTH FINANCIAL, INC . (the “Borrower”), the Lenders party
hereto and Citicorp North America, Inc., as Administrative Agent.
The parties hereto agree
as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined
_____________
GENWORTH FINANCIAL, INC – OTHER THEORY).
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.
GENWORTH FINANCIAL, INC .
By
/s/ Richard P. McKenney
Name: Richard
P. McKenney
Title: Senior Vice
President—Chief Financial Officer
CITICORP NORTH
AMERICA, INC.,
individually and as
Administrative Agent,
By
/s/ Peter
_____________
Genworth Financial, Inc – Administrative Agent,
By
/s/ Peter C. Bickford
Name: Peter
C. Bickford
Title:Vice President
Signature page for the
180-Day Bridge Credit Agreement, dated as of April 30, 2004, among
Genworth Financial, Inc . and the lenders party thereto.
CITICORP NORTH
AMERICA, INC.
[Name of Lender]
By
/s/ Peter C. Bickford
Name: Peter
C. Bickford
Title: Vice President
Signature page for the 180-
_____________
Genworth Financial, Inc – of Lender]
By
/s/ Peter C. Bickford
Name: Peter
C. Bickford
Title: Vice President
Signature page for the 180-Day Bridge Credit Agreement, dated as of
April 30, 2004, among Genworth Financial, Inc . and the lenders party
thereto.
DEUTSCHE BANK AG NEW YORK BRANCH
By
/s/ Michael Spiegel
Name: Michael Spiegel
Title: Managing Director
/s/ Belinda Wheeler
Name: Belinda Wheeler
Title: Vice
_____________
dt 1551091
;
Citigroup Global
As referenced in this 180-Day Bridge Credit Agreement:
Citigroup Global Markets Inc – EXECUTION COPY
180-DAY BRIDGE
CREDIT AGREEMENT
dated as of
April 30, 2004
Among
GENWORTH FINANCIAL, INC.,
as Borrower,
And
The Lenders Party Hereto
$2,400,000,000 BRIDGE FACILITY
Citigroup Global Markets Inc ., Deutsche Bank
Securities Inc. and Lehman Brothers Inc.,
as Joint Lead Arrangers and Book Managers
TABLE OF CONTENTS
ARTICLE I Definitions
SECTION 1.01.
Defined Terms
SECTION 1.02.
_____________
Citigroup Global Markets Inc – the date on which such Borrowing is
made and thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.
“Lead Arrangers” means Citigroup Global Markets Inc ., Deutsche
Bank Securities Inc. and Lehman Brothers Inc.
“Lenders” means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party
_____________
dt 1369917
;
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180-Day Credit Agreement
180-Day Credit Agreement (330K)
Doc #212668: Click preview link for longer preview.
180-DAY CREDIT AGREEMENT
dated as of
August 25, 2000
among
THE VALSPAR CORPORATION,
ENGINEERED POLYMER SOLUTIONS, INC.,
THE VALSPAR (UK) HOLDING CORPORATION LTD.,
THE VALSPAR (SWITZERLAND) HOLDING CORPORATION A.G.,
FORTON B.V.
and
DYFLEX B.V.
and
WACHOVIA BANK, N.A.,
as Administrative Agent
{PAGE}
TABLE OF CONTENTS
180-DAY CREDIT AGREEMENT
PAGE
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions......................................................1
SECTION 1.02. Accounting Terms and Determinations.............................15
SECTION 1.03. Use of Defined Terms............................................16
SECTION 1.04. Terminology.....................................................16
SECTION 1.05. References......................................................16
ARTICLE II
THE CREDITS
SECTION 2.01. Commitments to Make Syndicated Loans............................16
SECTION 2.02. Method of Borrowing Syndicated Loans............................17
SECTION 2.03. Money Market Loans..............................................19
SECTION 2.04. Notes...........................................................22
SECTION 2.05. Maturity of Loans...............................................22
SECTION 2.06. Interest Rates..................................................23
SECTION 2.07. Fees............................................................25
SECTION 2.08. Optional Termination or Reduction of Commitments................27
SECTION 2.09. Mandatory Termination of Commitments............................27
SECTION 2.10. Optional Prepayments............................................27
SECTION 2.11. Mandatory Prepayments...........................................27
SECTION 2.12. General Provisions as to Payments...............................28
SECTION 2.13. Computation of Interest and Fees................................29
{PAGE}
ARTICLE III
CONDITIONS TO BORROWINGS
SECTION 3.01. Conditions to Closing...........................................30
SECTION 3.02. Conditions to All Borrowings....................................31
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Corporate Existence and Power...................................32
SECTION 4.02. Corporate and Governmental Authorization; No Contravention......32
SECTION 4.03. Binding Effect..................................................32
SECTION 4.04. Financial Information...........................................32
SECTION 4.05. No Litigation...................................................33
SECTION 4.06. Compliance with ERISA...........................................33
SECTION 4.07. Compliance with Laws; Payment of Taxes..........................33
SECTION 4.08. Subsidiaries....................................................33
SECTION 4.09. Investment Company Act..........................................33
SECTION 4.10. Public Utility Holding Company Act..............................34
SECTION 4.11. Ownership of Property; Liens....................................34
SECTION 4.12. No Default......................................................34
SECTION 4.13. Full Disclosure.................................................34
SECTION 4.14. Environmental Matters...........................................34
SECTION 4.15. Capital Stock...................................................35
SECTION 4.16. Margin Stock....................................................35
SECTION 4.17. Insolvency......................................................35
{PAGE}
ARTICLE V
COVENANTS
SECTION 5.01. Information.....................................................35
SECTION 5.02. Inspection of Property, Books and Records.......................37
SECTION 5.03. Ratio of Consolidated Debt to Consolidated EBITDA...............37
SECTION 5.04. Minimum Shareholders' Equity....................................37
SECTION 5.05. Restricted Payments.............................................37
SECTION 5.06. Loans or Advances...............................................37
SECTION 5.07. Acquisitions....................................................38
SECTION 5.08. Negative Pledge.................................................38
SECTION 5.09. Maintenance of Existence........................................38
SECTION 5.10. Dissolution.....................................................39
SECTION 5.11. Consolidations, Mergers and Sales of Assets.....................39
SECTION 5.12. Use of Proceeds.................................................39
SECTION 5.13. Compliance with Laws; Payment of Taxes..........................39
SECTION 5.14. Insurance.......................................................40
SECTION 5.15. Change in Fiscal Year...........................................40
SECTION 5.16. Maintenance of Property.........................................40
SECTION 5.17. Environmental Notices...........................................40
SECTION 5.18. Environmental Matters...........................................40
SECTION 5.19. Environmental Release...........................................40
SECTION 5.20. Transactions with Affiliates....................................40
SECTION 5.21. Limitation on Subsidiary Debt...................................40
SECTION 5.22. Material Subsidiaries...........................................41
SECTION 5.23. Delivery of Officer's Certificate and Resolutions...............41
{PAGE}
ARTICLE VI
DEFAULTS
SECTION 6.01. Events of Default...............................................41
SECTION 6.02. Notice of Default...............................................43
ARTICLE VII
THE AGENT
SECTION 7.01. Appointment, Powers and Immunities..............................44
SECTION 7.02. Reliance by Agent...............................................44
SECTION 7.03. Defaults........................................................44
SECTION 7.04. Rights of Agent and its Affiliates as a Bank....................45
SECTION 7.05. Indemnification.................................................45
SECTION 7.06. Consequential Damages...........................................45
SECTION 7.07. Payee of Note Treated as Owner..................................46
SECTION 7.08. Non-Reliance on Agent and Other Banks...........................46
SECTION 7.09. Failure to Act..................................................46
SECTION 7.10. Resignation or Removal of Agent.................................46
ARTICLE VIII
CHANGE IN CIRCUMSTANCES; COMPENSATION
SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair........47
SECTION 8.02. Illegality......................................................47
SECTION 8.03. Increased Cost and Reduced Return...............................48
SECTION 8.04. Base Rate Loans or Other Fixed Rate Loans Substituted for
Affected Fixed Rate Loans................................................49
SECTION 8.05. Compensation....................................................50
SECTION 8.06. Failure to Pay in Foreign Currency..............................50
{PAGE}
SECTION 8.07. Judgment Currency...............................................51
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Notices.........................................................51
SECTION 9.02. No Waivers......................................................51
SECTION 9.03. Expenses; Documentary Taxes; Indemnification....................51
SECTION 9.04. Setoffs; Sharing of Set-Offs....................................52
SECTION 9.05. Amendments and Waivers..........................................53
SECTION 9.06. Margin Stock Collateral.........................................53
SECTION 9.07. Successors and Assigns..........................................54
SECTION 9.08. Confidentiality.................................................56
SECTION 9.09. Representation by Banks.........................................56
SECTION 9.10. Obligations Several.............................................56
SECTION 9.11. Survival of Certain Obligations.................................56
SECTION 9.12. Georgia Law.....................................................56
SECTION 9.13. Severability....................................................56
SECTION 9.14. Interest........................................................56
SECTION 9.15. Interpretation..................................................57
SECTION 9.16. Consent to Jurisdiction.........................................57
SECTION 9.17. Counterparts....................................................57
SECTION 9.18. European Economic and Monetary Union............................57
SECTION 9.19. Concerning Joint and Several Liability of the Borrowers.........59
Schedule 1.01 Material Subsidiaries
Schedule 4.08 Existing Subsidiaries
Schedule 4.14 Environmental Matters
EXHIBIT A Form of Syndicated Dollar Note
{PAGE}
EXHIBIT B Form of Syndicated Foreign Currency Note
EXHIBIT C Form of Money Market Note
EXHIBIT D Form of Opinion of Counsel for the Borrowers and the Guarantors
EXHIBIT E Form of Opinion of Special Counsel for the Agent
EXHIBIT F Form of Money Market Quote Request
EXHIBIT G Form of Money Market Quote
EXHIBIT H Form of Closing Certificate
EXHIBIT I Form of Secretary's Certificate
EXHIBIT J Form of Compliance Certificate
EXHIBIT K Form of Assignment and Acceptance
EXHIBIT L Form of Notice of Borrowing
EXHIBIT M Form of Guaranty
EXHIBIT N Form of Indemnity, Subrogation and Contribution Agreement
{PAGE}
180-DAY CREDIT AGREEMENT
AGREEMENT dated as of August 25, 2000 among THE VALSPAR CORPORATION,
ENGINEERED POLYMER SOLUTIONS, INC., THE VALSPAR (UK) HOLDING CORPORATION LTD.,
THE VALSPAR (SWITZERLAND) HOLDING CORPORATION A.G., FORTON B.V. and DYFLEX B.V.,
and WACHOVIA BANK, N.A., as Administrative Agent.
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. The terms as defined in this Section 1.01
shall, for all purposes of this Agreement and any amendment hereto (except as
herein otherwise expressly provided or unless the context otherwise requires),
have the meanings set forth herein:
"Acquisition" means any transaction pursuant to which the Parent or
any of its Subsidiaries directly or indirectly, in its own name or by or through
a nominee or an agent (a) acquires equity Securities (or warrants, options or
other rights to acquire such Securities) of any Person other than the Parent or
any Person which is not then a Subsidiary of the Parent, pursuant to a
solicitation of tenders therefor, or in one or more negotiated block, market or
other transactions not involving a tender offer, or a combination of any of the
foregoing, or (b) makes any Person a Subsidiary of the Parent, or causes any
Person other than a Subsidiary to be merged into the Parent or any of its
Subsidiaries, in any case pursuant to a merger, purchase of assets or any
reorganization providing for the delivery or issuance to the holders of such
Person's then outstanding Securities, in exchange for such Securities, of cash
or Securities of the Parent or any of its Subsidiaries, or a combination
thereof, or (c) purchases all or substantially all of the business or assets of
any Person.
"Adjusted IBOR Rate" has the meaning set forth in Section 2.06(d).
"Adjusted London Interbank Offered Rate" has the meaning set forth
in Section 2.06(c).
"Affiliate" of any Person means (i) any other Person which directly,
or indirectly through one or more intermediaries, controls such Person, (ii) any
other Person which directly, or indirectly through one or more intermediaries,
is controlled by or is under common control with such Person, or (iii) any other
Person of which such Person owns, directly or indirectly, 20% or more of the
common stock or equivalent equity interests. As used herein, the term "control"
means possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.
"Agent" means Wachovia Bank, N.A., a national banking association
organized under the laws of the United States of America, in its capacity as
administrative agent for the Banks hereunder, and its successors and permitted
assigns in such capacity.
212668
|
BNY
As referenced in this 180-Day Credit Agreement:
Bank of New York – System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Domestic Business Day next succeeding such day,
provided that (i) if the day
dt 43090
;
McGraw-Hill Companies
As referenced in this 180-Day Credit Agreement:
McGraw-Hill Companies, Inc – upon the conversion
thereof into other shares of its capital stock).
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc ., and its successors and assigns.
"Security" has the meaning assigned to such term in Section 2(l) of
the Securities Act of
_____________
dt 311228
;
Valspar
As referenced in this 180-Day Credit Agreement:
valspar – EXHIBIT 10(a)
180-DAY CREDIT AGREEMENT
dated as of
August 25, 2000
among
THE VALSPAR CORPORATION,
ENGINEERED POLYMER SOLUTIONS, INC.,
THE VALSPAR (UK) HOLDING CORPORATION LTD.,
THE VALSPAR (SWITZERLAND) HOLDING
valspar – dated as of
August 25, 2000
among
THE VALSPAR CORPORATION,
ENGINEERED POLYMER SOLUTIONS, INC.,
THE VALSPAR (UK) HOLDING CORPORATION LTD.,
THE VALSPAR (SWITZERLAND) HOLDING CORPORATION A.G.,
FORTON B.V.
valspar – among
THE VALSPAR CORPORATION,
ENGINEERED POLYMER SOLUTIONS, INC.,
THE VALSPAR (UK) HOLDING CORPORATION LTD.,
THE VALSPAR (SWITZERLAND) HOLDING CORPORATION A.G.,
FORTON B.V.
and
DYFLEX B.V.
and
WACHOVIA
valspar – Agreement
{PAGE}
180-DAY CREDIT AGREEMENT
AGREEMENT dated as of August 25, 2000 among THE VALSPAR CORPORATION,
ENGINEERED POLYMER SOLUTIONS, INC., THE VALSPAR (UK) HOLDING CORPORATION LTD.,
THE VALSPAR (SWITZERLAND) HOLDING
valspar – dated as of August 25, 2000 among THE VALSPAR CORPORATION,
ENGINEERED POLYMER SOLUTIONS, INC., THE VALSPAR (UK) HOLDING CORPORATION LTD.,
THE VALSPAR (SWITZERLAND) HOLDING CORPORATION A.G., FORTON B.V.
dt 12853
;
|
Chase Securities
As referenced in this 180-Day Credit Agreement:
Chase Securities Inc – Agreement" means that certain Amended and Restated
Credit Agreement dated as of February 26, 1999 among the Borrowers, the banks as
defined therein, Chase Securities Inc ., as Syndication Agent, and Wachovia, as
Administrative Agent and Documentation Agent.
"Facility Fee Payment Date" means each March 31, June 30, September
_____________
dt 212513
;
Wachovia Bank
As referenced in this 180-Day Credit Agreement:
WACHOVIA BANK, – SOLUTIONS, INC.,
THE VALSPAR (UK) HOLDING CORPORATION LTD.,
THE VALSPAR (SWITZERLAND) HOLDING CORPORATION A.G.,
FORTON B.V.
and
DYFLEX B.V.
and
WACHOVIA BANK, N.A.,
as Administrative Agent
{PAGE}
TABLE OF CONTENTS
180-DAY CREDIT AGREEMENT
PAGE
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions......................................................1
_____________
WACHOVIA BANK, – SOLUTIONS, INC., THE VALSPAR (UK) HOLDING CORPORATION LTD.,
THE VALSPAR (SWITZERLAND) HOLDING CORPORATION A.G., FORTON B.V. and DYFLEX B.V.,
and WACHOVIA BANK, N.A., as Administrative Agent.
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. The terms as defined
_____________
Wachovia Bank, – the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.
"Agent" means Wachovia Bank, N.A., a national banking association
organized under the laws of the United States of America, in its capacity as
administrative agent
_____________
Wachovia Bank, – with respect to any Bank, an
amount equal to its Commitment less the aggregate outstanding principal amount
of its Syndicated Loans.
"Wachovia" means Wachovia Bank, N.A., a national banking association
and its successors.
"Wholly Owned Subsidiary" means any Subsidiary all of the shares of
capital stock
_____________
WACHOVIA BANK, – Attention: Paul C. Reyelts
Vice President-Finance
Telecopy number: 612-375-7750
Telephone number: 612-375-7702
64
{PAGE}
COMMITMENT
$150,000,000 WACHOVIA BANK, N.A., as Administrative Agent
and as a Bank
By: (SEAL)
-------------------------------
Title:
Lending Office
--------------
Wachovia Bank, N. A.
191 Peachtree Street, N.
_____________
dt 89115
;
 Womble Carlyle
As referenced in this 180-Day Credit Agreement:
Womble Carlyle – contemplated hereby as the Agent or any Bank may reasonably
request;
(f) an opinion of Womble Carlyle Sandridge & Rice, PLLC, special
counsel for the Agent, dated as of the Closing Date,
WOMBLE CARLYLE – AND THE GUARANTORS
[See Item 8 of the Closing Transcript]
{PAGE}
EXHIBIT E
OPINION OF
WOMBLE CARLYLE SANDRIDGE & RICE, PLLC
SPECIAL COUNSEL FOR THE AGENT
[Date as provided in Section 3.
WOMBLE CARLYLE – or other Transferee under the Credit Agreement without our prior
written consent.
Very truly yours,
WOMBLE CARLYLE SANDRIDGE & RICE
A PROFESSIONAL LIMITED LIABILITY COMPANY
By:
------------------------------------
James E. Lilly, Member
{PAGE}
EXHIBIT
dt 32362
|
Preview
Full Doc
| 2001 |
180-Day Credit Agreement
180-Day Credit Agreement (206K)
Doc #225740: Click preview link for longer preview.
U.S. $1,000,000,000
180-DAY CREDIT AGREEMENT
Dated as of November 2, 2000
Among
INTERNATIONAL FLAVORS & FRAGRANCES INC.
as Borrower
-- --------
and
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
-- ------- -------
and
CITIBANK, N.A.
as Agent
-- -----
and
SALOMON SMITH BARNEY INC.
as Arranger
-- --------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I 1
SECTION 1.01. Certain Defined Terms 1
---------------------
SECTION 1.02. Computation of Time Periods 10
---------------------------
SECTION 1.03. Accounting Terms 10
----------------
ARTICLE II
SECTION 2.01. The Revolving Credit Advances 10
-----------------------------
SECTION 2.02. Making the Revolving Credit Advances 11
------------------------------------
SECTION 2.03. The Competitive Bid Advances 11
----------------------------
SECTION 2.04. Fees 14
----
SECTION 2.05. Optional Termination or Reduction of the Commitments 14
----------------------------------------------------
SECTION 2.06. Repayment of Revolving Credit Advances 15
--------------------------------------
SECTION 2.07. Interest on Revolving Credit Advances 15
-------------------------------------
SECTION 2.08. Interest Rate Determination 15
---------------------------
SECTION 2.09. Optional Conversion of Revolving Credit Advances 16
------------------------------------------------
SECTION 2.10. Prepayments of Revolving Credit Advances 16
----------------------------------------
SECTION 2.11. Increased Costs 17
---------------
SECTION 2.12. Illegality 17
----------
SECTION 2.13. Payments and Computations 17
-------------------------
SECTION 2.14. Taxes 18
-----
SECTION 2.15. Sharing of Payments, Etc. 19
------------------------
SECTION 2.16. Evidence of Debt 20
----------------
SECTION 2.17. Use of Proceeds 20
---------------
ARTICLE III
SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03 20
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
SECTION 3.02. Conditions Precedent to Each Revolving Credit Borrowing 21
SECTION 3.03. Conditions Precedent to Each Competitive Bid Borrowing 22
------------------------------------------------------
SECTION 3.04. Determinations Under Section 3.01 22
---------------------------------
ARTICLE IV
SECTION 4.01. Representations and Warranties of the Borrower 22
ARTICLE V
SECTION 5.01. Affirmative Covenants 23
---------------------
SECTION 5.02. Negative Covenants 25
------------------
SECTION 5.03. Financial Covenant 26
------------------
ARTICLE VI
SECTION 6.01. Events of Default 27
-----------------
ARTICLE VII
SECTION 7.01. Authorization and Action 29
------------------------
SECTION 7.02. Agent's Reliance, Etc. 29
---------------------
SECTION 7.03. Citibank and Affiliates 29
-----------------------
SECTION 7.04. Lender Credit Decision 29
----------------------
SECTION 7.05. Indemnification 29
---------------
SECTION 7.06. Successor Agent 30
---------------
SECTION 7.07. Other Agents. 30
------------
ARTICLE VIII
SECTION 8.01. Amendments, Etc. 30
---------------
SECTION 8.02. Notices, Etc. 30
------------
SECTION 8.03. No Waiver; Remedies 31
-------------------
SECTION 8.04. Costs and Expenses 31
------------------
SECTION 8.05. Right of Set-off 32
----------------
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
SECTION 8.06. Binding Effect 32
--------------
SECTION 8.07. Assignments and Participations 32
------------------------------
SECTION 8.08. Confidentiality 33
---------------
SECTION 8.09. Governing Law 33
-------------
SECTION 8.10. Execution in Counterparts 34
-------------------------
SECTION 8.11. Jurisdiction, Etc. 34
-----------------
SECTION 8.12. Waiver of Jury Trial 35
--------------------
{/TABLE}
iii
{PAGE}
Schedules
---------
Schedule I - List of Applicable Lending
Schedule 5.02(a) - Existing Liens
Exhibits
--------
Exhibit A-1 - Form of Revolving Credit Note
Exhibit A-2 - Form of Competitive Bid Note
Exhibit B-1 - Form of Notice of Revolving Credit Borrowing
Exhibit B-2 - Form of Notice of Competitive Bid Borrowing
Exhibit C - Form of Assignment and Acceptance
Exhibit D - Form of Opinion of Counsel for the Borrower
iv
{PAGE}
Exhibit 10(v)
180-DAY CREDIT AGREEMENT
Dated as of November 2, 2000
INTERNATIONAL FLAVORS & FRAGRANCES INC., a New York corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
--------
(the "Initial Lenders") listed on the signature pages hereof, and CITIBANK, N.A.
---------------
("Citibank"), as agent (the "Agent"), and SALOMON SMITH BARNEY INC., as
-------- -----
arranger, for the Lenders (as hereinafter defined), agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
---------------------
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):
"Advance" means a Revolving Credit Advance or a Competitive Bid
-------
Advance.
"Affiliate" means, as to any Person, any other Person that, directly
---------
or indirectly, controls, is controlled by or is under common control with
such Person or is a director or officer of such Person. For purposes of
this definition, the term "control" (including the terms "controlling",
"controlled by" and "under common control with") of a Person means the
possession, direct or indirect, of the power to vote 5% or more of the
Voting Stock of such Person or to direct or cause the direction of the
management and policies of such Person, whether through the ownership of
Voting Stock, by contract or otherwise.
"Agent's Account" means the account of the Agent maintained by the
---------------
Agent at Citibank at its office at 399 Park Avenue, New York, New York
10043, Account No. 36852248, Attention: Melissa Hamilton.
"Applicable Lending Office" means, with respect to each Lender, such
-------------------------
Lender's Domestic Lending Office in the case of a Base Rate Advance and
such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate
Advance and, in the case of a Competitive Bid Advance, the office of such
Lender notified by such Lender to the Agent as its Applicable Lending
Office with respect to such Competitive Bid Advance.
"Applicable Margin" means (a) for Base Rate Advances, 0% per annum and
-----------------
(b) for Eurodollar Rate Advances as of any date, a percentage per annum
determined by reference to the Public Debt Rating in effect on such date as
set forth below:
225740
|
BNY
As referenced in this 180-Day Credit Agreement:
Bank of New York – such rates reported by certificate of deposit dealers to
and published by the Federal Reserve Bank of New York or, if such
publication shall be suspended or terminated, on the basis of
quotations for
Bank of New York, – is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day that is a
dt 43508
;
Citibank
As referenced in this 180-Day Credit Agreement:
CITIBANK, N.A. – Dated as of November 2, 2000
Among
INTERNATIONAL FLAVORS & FRAGRANCES INC.
as Borrower
-- --------
and
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
-- ------- -------
and
CITIBANK, N.A.
as Agent
-- -----
and
SALOMON SMITH BARNEY INC.
as Arranger
-- --------
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I 1
SECTION 1.01.
_____________
CITIBANK, N.A. – New York corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
--------
(the "Initial Lenders") listed on the signature pages hereof, and CITIBANK, N.A.
---------------
("Citibank"), as agent (the "Agent"), and SALOMON SMITH BARNEY INC., as
-------- -----
arranger, for the Lenders (as hereinafter defined), agree as follows:
ARTICLE
_____________
CITIBANK, N.A. – to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
By________________________________________
Title:
CITIBANK, N.A. ,
as Agent
By________________________________________
Title:
Initial Lenders
---------------
Administrative Agent and Book Manager
-------------------------------------
Commitment
----------
$1,000,000,000 CITIBANK, N.A.
By________________________________________
Title:
$1,
_____________
CITIBANK, N.A. – FRAGRANCES INC.
By________________________________________
Title:
CITIBANK, N.A.,
as Agent
By________________________________________
Title:
Initial Lenders
---------------
Administrative Agent and Book Manager
-------------------------------------
Commitment
----------
$1,000,000,000 CITIBANK, N.A.
By________________________________________
Title:
$1,000,000,000 Total of the Commitments
35
{PAGE}
EXHIBIT 10(v)
SCHEDULE I
INTERNATIONAL FLAVORS & FRAGRANCES INC.
364-
_____________
CITIBANK, N.A. – INC.
364-DAY CREDIT AGREEMENT
APPLICABLE LENDING OFFICES
{TABLE}
{CAPTION}
--------------------------------------------------------------------------------------------------------------------
Name of Initial Lender Domestic Lending Office Eurodollar Lending Office
--------------------------------------------------------------------------------------------------------------------
{S} {C} {C}
CITIBANK, N.A. Two Penns Way Two Penns Way
New Castle, DE 19720 New Castle, DE 19720
Attn: Meaghan McCormack Attn: Meaghan McCormack
T: 302
_____________
dt 146466
;
IFF
As referenced in this 180-Day Credit Agreement:
INTERNATIONAL FLAVORS – 1,000,000,000
180-DAY CREDIT AGREEMENT
Dated as of November 2, 2000
Among
INTERNATIONAL FLAVORS & FRAGRANCES INC.
as Borrower
-- --------
and
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
-- ------- -------
and
INTERNATIONAL FLAVORS – iv
{PAGE}
Exhibit 10(v)
180-DAY CREDIT AGREEMENT
Dated as of November 2, 2000
INTERNATIONAL FLAVORS & FRAGRANCES INC., a New York corporation (the
"Borrower"), the banks, financial institutions and other
INTERNATIONAL FLAVORS – executed by their respective officers thereunto duly authorized, as of the
date first above written.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
By________________________________________
Title:
CITIBANK, N.A.,
as Agent
By________________________________________
Title:
Initial Lenders
---------------
Administrative
INTERNATIONAL FLAVORS – 1,000,000,000 Total of the Commitments
35
{PAGE}
EXHIBIT 10(v)
SCHEDULE I
INTERNATIONAL FLAVORS & FRAGRANCES INC.
364-DAY CREDIT AGREEMENT
APPLICABLE LENDING OFFICES
{TABLE}
{CAPTION}
--------------------------------------------------------------------------------------------------------------------
Name of Initial
INTERNATIONAL FLAVORS – REVOLVING CREDIT
PROMISSORY NOTE
U.S.$_______________ Dated: _______________, 2000
FOR VALUE RECEIVED, the undersigned, INTERNATIONAL FLAVORS & FRAGRANCES
INC., a New York corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
--------
dt 58567
;
|
McGraw-Hill Companies
As referenced in this 180-Day Credit Agreement:
McGraw-Hill
---
Companies, Inc – evidencing the
aggregate indebtedness of the Borrower to such Lender resulting from the
Revolving Credit Advances made by such Lender.
"S&P" means Standard & Poor's, a division of The McGraw-Hill
---
Companies, Inc ., or any successor by merger or change of name which is a
nationally recognized rating agency.
9
{PAGE}
"Single Employer Plan" means a single employer plan, as defined in
--------------------
_____________
dt 1516315
;
First Union
As referenced in this 180-Day Credit Agreement:
First Union National Bank. – shall refer to the then
equivalent rating by S&P or Moody's, as the case may be.
"Reference Banks" means Citibank and First Union National Bank.
---------------
"Register" has the meaning specified in Section 8.07(d).
--------
"Required Lenders" means at any time Lenders owed at least a majority
----------------
_____________
dt 184398
;
More... |
Preview
Full Doc
| 2002 |
Dusa Pharmaceuticals Reports Corporate Update, Including a Q4 End-User Sales Increase, and 2002 Investment Spending/Financial Guidance
Dusa Pharmaceuticals Reports Corporate Update, Including a Q4 End-User Sales Increase, and 2002 Investment Spending/Financial Guidance (12K)
Doc #303087: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}y56827ex99.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
DUSA
INNOVATION IN PHOTODYNAMIC THERAPY
DUSA PHARMACEUTICALS, INC.
FOR IMMEDIATE RELEASE
DUSA PHARMACEUTICALS REPORTS CORPORATE UPDATE,
INCLUDING A Q4 END-USER SALES INCREASE, AND
2002 INVESTMENT SPENDING/FINANCIAL GUIDANCE
WILMINGTON, MASSACHUSETTS, JANUARY 21, 2002 -- - DUSA Pharmaceuticals, Inc.
(NASDAQ NMS: DUSA) reported today a corporate update, including a Q4 end-user
Kerastick(R) sales increase, the initiation of the new national reimbursement
codes for Levulan(R) Photodynamic Therapy (PDT), 2002 investment
spending/financial guidance, pipeline progress and other corporate highlights.
INCREASE IN Q4 END-USER SALES:
During the fourth quarter of 2001, DUSA continued to support Berlex
Laboratories, Inc., (a U.S. affiliate of Schering AG, Germany (FSE: SCH, NYSE:
SHR), DUSA's worldwide dermatology marketing partner (except Canada)), in its
U.S. marketing efforts of DUSA's Levulan(R) PDT for non-hyperkeratotic actinic
keratoses (AKs) of the face or scalp.
Berlex recently reported that during Q4 2001, end-user sales of Levulan(R)
Kerastick(R) brand applicators from distributors to doctors totaled 2,448 units,
a 49% increase compared to the 1,638 units sold during the prior quarter. The
increase was primarily due to increased usage at selected centers, as these
centers make Levulan(R) PDT a key part of their AK treatment regimen, based on
its benefits for patients. Although the absolute numbers are still small, and
are not a direct reflection of DUSA's Kerastick(R) revenues (which are based on
shipments from DUSA to Berlex, and from Berlex to the distributors), the
percentage increase is encouraging.
By the end of Q4, contracts for approximately 300 BLU-U(R) brand lights were in
place, net of approximately 45 returns, compared to 231 contracts at the end of
Q3, and 100 at the end of 2000. The 2001 returns were primarily related to
reimbursement concerns, which we are hopeful will diminish during 2002.
NEW NATIONAL REIMBURSEMENT CODES IN EFFECT AS OF JANUARY 1, 2002:
As previously announced, as of January 1, 2002, CPT code 96567, the new national
reimbursement code for the light application portion of Levulan(R) PDT, came
into effect, along with a "J-code" that reimburses doctors for the full cost of
the drug. Doctors may also bill for any applicable visit fees.
As the various state formularies and insurers implement these Medicare codes
over the next 3-6 months, any remaining uncertainties related to reimbursement
should be eliminated. The codes will also facilitate electronic billing for the
therapy, eliminating paperwork involved with the previous manual billing method.
DUSA is hopeful that these changes, along with Berlex's ongoing education and
marketing programs, will help build increasing acceptance of our therapy during
2002
{PAGE}
and 2003, as an important new treatment modality for this common pre-cancerous
condition.
2001/2002 INVESTMENT SPENDING/FINANCIAL GUIDANCE
As previously reported, for 2001 DUSA expects to report total revenue of
approximately $9.2 MM, including product revenues, reimbursement of 2/3rds of
agreed-upon dermatology R&D expenses by Schering AG, amortization of Schering
AG's milestone payments, and interest income. Expenses will total approximately
$16.5 MM, for a net 2001 loss of approximately $7.3 MM, or approximately $0.3 MM
above previous expectations. This was due almost entirely to increased spending
on the Barrett's esophagus dysplasia studies, as patient accrual proceeded more
quickly than originally anticipated.
For 2002, DUSA is not anticipating a significant change in revenues. The company
does expect ongoing increases in US Kerastick(R) end-user sales, especially
after the first 3-6 months, as insurance carriers adopt the new national
reimbursement codes, doctors become more comfortable with the therapy, and more
light units are placed in offices. However, because of the large Kerastick(R)
inventories still in stock at Berlex, DUSA does not expect to deliver
significant new Kerastick(R) supplies to Berlex until later in 2002, or even
into 2003, depending on sales levels. Outside of North America, Schering AG
still expects the first approvals of Levulan(R) PDT during 2002, but significant
international sales are not expected before 2003. Therefore, the Company expects
overall baseline revenues for 2002 to be similar to last year's, or
approximately $9.2 MM.
For 2002, DUSA also expects baseline expenses to be similar to 2001 levels, or
approximately $16.5 MM. This will cover its dermatology Levulan(R) PDT
development program in partnership with Schering AG, its internal Levulan(R) PDT
development program (internal costs), G&A, and other ongoing expenses (including
manufacturing and QA costs). During 2002, the Company also plans approximately
$5-6MM of additional spending, including significant expenses related to its
Barrett's esophagus dysplasia trials, its FDA-required Phase IV long-term AK
tracking study, and additional overhead related to the construction and
operation of our new Kerastick(R) manufacturing line at our Wilmington facility,
as described below.
In total, current planned expenditures for 2002 are expected to be approximately
$21.5-22.5 MM, which would result in a net loss for the year of approximately
$12.3-13.3 MM. This does not include any additional new spending that may be
required during the year, such as costs related to the potential acquisition or
development of new products or companies; any decision, in cooperation with
Schering AG, to increase Levulan(R) PDT dermatology spending levels; any
additional Levulan(R) PDT internal clinical trial costs that become justified
later in the year; and any extraordinary miscellaneous costs and expenses.
RESEARCH PIPELINE/BUSINESS DEVELOPMENT
During Q4, aggressive recruitment in our Phase I/II Levulan(R) PDT dermatology
trials for warts and onychomycosis (being conducted in cooperation with Schering
AG) led to completion of patient enrollments by year-end. Initial results are
expected from both trials during the first half of 2002, with Phase II trials to
follow, subject to satisfactory results from the current trials. The drug
dose-ranging study on acne was also completed during Q4, but the specific
low-dose protocol tested was not able to replicate the clinical efficacy seen in
previous independent research using higher doses (but which was
{PAGE}
associated with significant side effects). Further development activity to
better optimize the therapy is under consideration. However, DUSA and Schering
AG still have 3 dermatology indications under active development, including a
new AK-related indication.
As mentioned above, DUSA has decided to make a significant investment in
developing Levulan(R) PDT for the treatment of Barrett's esophagus dysplasia, a
common and serious pre-cancerous condition with no approved medical treatment.
DUSA expects preliminary results from its current trials in early-stage and
late-stage dysplasia during the first half of this year, after which it intends
to seek a development and marketing partner for this important indication.
For prevention of restenosis, we have been supporting a UK investigator study
using Levulan(R) PDT in high-risk patients with peripheral vascular disease.
However, in light of the significant recent progress made in treating this
condition with drug-coated stents, we have decided not to carry out any
additional studies at this time.
With respect to Levulan(R) PDT and PD for other internal indications, including
brain and/or bladder cancer, we continue to explore strategic alternatives to
advance development of these products.
303087
|
BNY
As referenced in this Dusa Pharmaceuticals Reports Corporate Update, Including a Q4 End-User Sales Increase, and 2002 Investment Spending/Financial Guidance:
Bank of
New York, – the
same meeting. Mr. Bartash, an experienced healthcare and pharmaceutical analyst,
has held positions in that capacity with Aetna Life and Casualty, The Bank of
New York, Citibank and Dean Witter Reynolds. He currently provides consulting
services to the health care industry, as well as proprietary research for the
_____________
dt 282714
;
DUSA Pharma
As referenced in this Dusa Pharmaceuticals Reports Corporate Update, Including a Q4 End-User Sales Increase, and 2002 Investment Spending/Financial Guidance:
DUSA PHARMACEUTICALS, – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}y56827ex99.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
DUSA
INNOVATION IN PHOTODYNAMIC THERAPY
DUSA PHARMACEUTICALS, INC.
FOR IMMEDIATE RELEASE
DUSA PHARMACEUTICALS REPORTS CORPORATE UPDATE,
INCLUDING A Q4 END-USER SALES INCREASE, AND
2002 INVESTMENT SPENDING/FINANCIAL GUIDANCE
_____________
DUSA PHARMACEUTICALS – EX-99
{SEQUENCE}3
{FILENAME}y56827ex99.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
DUSA
INNOVATION IN PHOTODYNAMIC THERAPY
DUSA PHARMACEUTICALS, INC.
FOR IMMEDIATE RELEASE
DUSA PHARMACEUTICALS REPORTS CORPORATE UPDATE,
INCLUDING A Q4 END-USER SALES INCREASE, AND
2002 INVESTMENT SPENDING/FINANCIAL GUIDANCE
WILMINGTON, MASSACHUSETTS, JANUARY 21, 2002 -- - DUSA Pharmaceuticals,
_____________
DUSA Pharmaceuticals, – DUSA PHARMACEUTICALS REPORTS CORPORATE UPDATE,
INCLUDING A Q4 END-USER SALES INCREASE, AND
2002 INVESTMENT SPENDING/FINANCIAL GUIDANCE
WILMINGTON, MASSACHUSETTS, JANUARY 21, 2002 -- - DUSA Pharmaceuticals, Inc.
(NASDAQ NMS: DUSA) reported today a corporate update, including a Q4 end-user
Kerastick(R) sales increase, the initiation of the
_____________
DUSA Pharmaceuticals, – we move
forward to increase sales of our first products, develop our pipeline, and
examine complementary technologies and products for potential acquisition".
{PAGE}
DUSA Pharmaceuticals, Inc. is a biopharmaceutical company engaged primarily in
the development of Levulan Photodynamic Therapy (PDT) and Photodetection (PD)
for multiple medical conditions.
_____________
dt 274273
;
|
Schering
As referenced in this Dusa Pharmaceuticals Reports Corporate Update, Including a Q4 End-User Sales Increase, and 2002 Investment Spending/Financial Guidance:
Schering AG, – IN Q4 END-USER SALES:
During the fourth quarter of 2001, DUSA continued to support Berlex
Laboratories, Inc., (a U.S. affiliate of Schering AG, Germany (FSE: SCH, NYSE:
SHR), DUSA's worldwide dermatology marketing partner (except Canada)), in its
U.S. marketing efforts of DUSA's
_____________
Schering AG, – report total revenue of
approximately $9.2 MM, including product revenues, reimbursement of 2/3rds of
agreed-upon dermatology R&D expenses by Schering AG, amortization of Schering
AG's milestone payments, and interest income. Expenses will total approximately
$16.5 MM, for a net 2001 loss
_____________
Schering
AG' – approximately $9.2 MM, including product revenues, reimbursement of 2/3rds of
agreed-upon dermatology R&D expenses by Schering AG, amortization of Schering
AG' s milestone payments, and interest income. Expenses will total approximately
$16.5 MM, for a net 2001 loss of approximately $7.3 MM,
_____________
Schering AG
– significant new Kerastick(R) supplies to Berlex until later in 2002, or even
into 2003, depending on sales levels. Outside of North America, Schering AG
still expects the first approvals of Levulan(R) PDT during 2002, but significant
international sales are not expected before 2003. Therefore, the
_____________
Schering AG, – be similar to 2001 levels, or
approximately $16.5 MM. This will cover its dermatology Levulan(R) PDT
development program in partnership with Schering AG, its internal Levulan(R) PDT
development program (internal costs), G&A, and other ongoing expenses (including
manufacturing and QA costs). During 2002,
_____________
dt 270048
|
Preview
Full Doc
| 2003 |
Malan Realty Investors Announces the Sale of Two Shopping Centers; Partial Redemption Call for $7.5 Million of 9.5% Convertible Subordinated Debentures
Malan Realty Investors Announces the Sale of Two Shopping Centers; Partial Redemption Call for $7.5 Million of 9.5% Convertible Subordinated Debentures (6K)
Doc #266864: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}k81635exv99w1.txt
{DESCRIPTION}PRESS RELEASE, ISSUED DECEMBER 11, 2003
{TEXT}
{PAGE}
EXHIBIT 99.1
News Release
FOR FURTHER INFORMATION:
John Roberson Fred Nachman
Media Relations Marjan Communications Inc.
(248) 644-7110 (312) 867-1771
FOR IMMEDIATE RELEASE
MALAN REALTY INVESTORS ANNOUNCES THE SALE OF
TWO SHOPPING CENTERS;
PARTIAL REDEMPTION CALL FOR
$7.5 MILLION OF 9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS, MICH., DECEMBER 11, 2003 - MALAN REALTY INVESTORS, INC.
(NYSE: MAL), a self-administered real estate investment trust (REIT),
today announced that it has completed the sale of two shopping centers
totaling 207,534 feet of gross leasable area.
The properties are the Westland Mall in Westland, Michigan, an 85,000
square-foot shopping center anchored by Dick's Sporting Goods, and
Westland Plaza in Madison, Wisconsin, a 122,534 square-foot shopping
center anchored by Burlington Coat Factory. Terms of the sale included
assumption by the purchaser of Westland Mall of the existing mortgage
with Wells Fargo Bank of $5.5 million. Net cash proceeds to Malan from
the two transactions were approximately $4.3 million.
Malan also announced it is calling for redemption on January 20, 2004,
$7.5 million of its 9.5% Convertible Subordinated Debentures due July
15, 2004. The portion of the Debentures being called will be redeemed
at par, plus accrued but unpaid interest, and retired. The aggregate
principal balance of the Debentures is currently $32.6 million, which
will decline to $19.6 million after a previously announced partial
redemption is completed December 18, 2003. "We are pleased to be
closing the year with strong property-sales activity, including these
multi-tenant shopping centers," said Jeffrey Lewis, president and chief
executive officer of Malan Realty Investors. "Upon completion of this
redemption, total debt will have decreased by more than $40 million
since the close of the third quarter, and the debentures have been
reduced by over 70 percent."
The portion of the Debentures to be redeemed will be selected by lot.
The transfer books for the Debentures will be closed on December 19,
2003 for
{PAGE}
purposes of this selection process. The transfer books will be reopened
on the next business day. The Debentures currently trade on the New
York Stock Exchange under the CUSIP number 561063-AA-6001.
Prior to 5:00 p.m., EST, on January 20, 2004, holders of Debentures
called for redemption may convert their Debentures into shares of Malan
common stock at a price of $17.00 per share, or approximately 58.82
shares per $1,000 principal amount of Debentures. Cash will be paid in
lieu of fractional shares. On December 10, 2003, the closing price of
Malan common stock on the New York Stock Exchange was $5.16 per share.
Holders of Debentures called for redemption who do not convert their
Debentures into Malan common stock will have such Debentures redeemed
on January 20, 2004. Upon redemption, they will receive $1,001.30 per
$1,000 principal amount of Notes (consisting of the redemption price of
$1,000 plus accrued and unpaid interest thereon from January 15, 2003
up to but not including January 20, 2004 of $1.30). No further interest
will accrue thereafter on Debentures called for redemption.
A notice of redemption is being mailed to all registered holders of the
Debentures, including, where applicable, information concerning the
specific Debentures selected by lot for redemption. Copies of the
notice of redemption may be obtained from The Bank of New York, the
paying agent and conversion agent, by calling Roxane Ellwanger at (312)
827-8574. The address of The Bank of New York is 2 N. LaSalle Street,
Suite 1020, Chicago, Illinois 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In August
2002, the company's shareholders approved a plan of complete
liquidation. The company owns a portfolio of 27 properties located in
eight states that contains an aggregate of approximately 2.2 million
square feet of gross leasable area.
Safe Harbor Statement: This news release may contain forward-looking
statements. Although the company believes that the statements and
projections are based on reasonable assumptions, actual results may
differ from those projected. Key factors that could cause actual
results to differ materially include uncertainties regarding the length
of time required to sell the company's properties and execute the plan
of liquidation, expenses incurred during the liquidation period, the
company's ability to retire or refinance its indebtedness as it comes
due, its success in selling assets, the changing market conditions
affecting the sale prices of its properties, the disproportionate
effect of changes in proceeds from property sales on liquidating
distributions due to the company's capital structure, economic
downturns, leasing activities, the outcome of the company's appeal of
the court's decision affirming the Gramer litigation, bankruptcies and
other financial difficulties of tenants, the cost of addressing
environmental concerns, unforeseen contingent liabilities, other risks
associated with the commercial real-estate
{PAGE}
business, and other concerns as detailed in the company's filings from
time to time with the Securities and Exchange Commission.
News releases for Malan Realty Investors are available on the company's
Web site at www.malanreit.com or in the Company News section on the PR
Newswire Web site at www.prnewswire.com.
# # #
{/TEXT}
{/DOCUMENT}
266864
|
BNY
As referenced in this Malan Realty Investors Announces the Sale of Two Shopping Centers; Partial Redemption Call for $7.5 Million of 9.5% Convertible Subordinated Debentures:
Bank of New York, – where applicable, information concerning the
specific Debentures selected by lot for redemption. Copies of the
notice of redemption may be obtained from The Bank of New York, the
paying agent and conversion agent, by calling Roxane Ellwanger at (312)
827-8574. The address of The Bank of New York
_____________
Bank of New York – The Bank of New York, the
paying agent and conversion agent, by calling Roxane Ellwanger at (312)
827-8574. The address of The Bank of New York is 2 N. LaSalle Street,
Suite 1020, Chicago, Illinois 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to
_____________
dt 168918
;
|
Malan Realty
As referenced in this Malan Realty Investors Announces the Sale of Two Shopping Centers; Partial Redemption Call for $7.5 Million of 9.5% Convertible Subordinated Debentures:
MALAN REALTY INVESTORS – News Release
FOR FURTHER INFORMATION:
John Roberson Fred Nachman
Media Relations Marjan Communications Inc.
(248) 644-7110 (312) 867-1771
FOR IMMEDIATE RELEASE
MALAN REALTY INVESTORS ANNOUNCES THE SALE OF
TWO SHOPPING CENTERS;
PARTIAL REDEMPTION CALL FOR
$7.5 MILLION OF 9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS, MICH.,
_____________
MALAN REALTY INVESTORS, – OF
TWO SHOPPING CENTERS;
PARTIAL REDEMPTION CALL FOR
$7.5 MILLION OF 9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS, MICH., DECEMBER 11, 2003 - MALAN REALTY INVESTORS, INC.
(NYSE: MAL), a self-administered real estate investment trust (REIT),
today announced that it has completed the sale of two shopping
_____________
Malan Realty Investors. – closing the year with strong property-sales activity, including these
multi-tenant shopping centers," said Jeffrey Lewis, president and chief
executive officer of Malan Realty Investors. "Upon completion of this
redemption, total debt will have decreased by more than $40 million
since the close of the third quarter,
_____________
Malan Realty Investors, – Ellwanger at (312)
827-8574. The address of The Bank of New York is 2 N. LaSalle Street,
Suite 1020, Chicago, Illinois 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In August
2002, the company's shareholders
_____________
Malan Realty Investors – and other concerns as detailed in the company's filings from
time to time with the Securities and Exchange Commission.
News releases for Malan Realty Investors are available on the company's
Web site at www.malanreit.com or in the Company News section on the PR
Newswire Web
_____________
dt 174999
|
Preview
Full Doc
| 2003 |
Malan Realty Investors Announces Sale of Four Properties to Kmart Corporation; Partial Redemption Call for $13.0 Million of 9.5% Convertible Subordinated Debentures
Malan Realty Investors Announces Sale of Four Properties to Kmart Corporation; Partial Redemption Call for $13.0 Million of 9.5% Convertible Subordinated Debentures (6K)
Doc #266868: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}k80610exv99w1.txt
{DESCRIPTION}PRESS RELEASE DATED NOVEMBER 7, 2003
{TEXT}
{PAGE}
EXHIBIT 99.1
News Release
FOR FURTHER INFORMATION:
John Roberson Fred Nachman
Media Relations Marjan Communications Inc.
(248) 644-7110 (312) 867-1771
FOR IMMEDIATE RELEASE
MALAN REALTY INVESTORS ANNOUNCES SALE OF
FOUR PROPERTIES TO KMART CORPORATION;
PARTIAL REDEMPTION CALL FOR
$13.0 MILLION OF 9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS, MICH., NOVEMBER 7, 2003 - MALAN REALTY INVESTORS, INC.
(NYSE: MAL), a self-administered real estate investment trust (REIT),
today announced it has completed the sale of four Kmart properties to
Kmart Corporation.
The properties, which total 400,870 square feet of gross leasable area,
are located at 7050 S. Pulaski Avenue in Chicago, 17355 Torrence Avenue
in the Chicago suburb of Lansing, and in Fort Atkinson and Kenosha,
Wisconsin. The properties consist of four Kmart stores and in-line
stores at the Wisconsin properties. The properties sold for $10.92
million, after expenses.
Malan also announced it is calling for redemption on December 18, 2003,
$13.0 million of its 9.5% Convertible Subordinated Debentures due July
15, 2004. The portion of the Debentures being called will be redeemed
at par, plus accrued but unpaid interest, and retired. The aggregate
principal balance of the Debentures is currently $32.5 million.
"Malan has made excellent progress during recent months in selling
properties and reducing debt," said Jeffrey Lewis, president and chief
executive officer of Malan Realty Investors. "We have paid off loan
obligations and have reduced the balance on Debentures by more than
half so far this year."
The portion of the Debentures to be redeemed will be selected by lot.
The transfer books for the Debentures will be closed on November 17,
2003 for purposes of this selection process. The transfer books will be
reopened on the
{PAGE}
next business day. The Debentures currently trade on the New York Stock
Exchange under the CUSIP number 561063-AA-6001.
Prior to 5:00 p.m., Eastern time, on December 18, 2003, holders of
Debentures called for redemption may convert their Debentures into
shares of Malan common stock at a price of $17.00 per share, or
approximately 58.82 shares per $1,000 principal amount of Debentures.
Cash will be paid in lieu of fractional shares. On November 6, 2003,
the closing price of Malan common stock on the New York Stock Exchange
was $4.78 per share.
Holders of Debentures called for redemption who do not convert their
Debentures into Malan common stock will have such Debentures redeemed
on December 18, 2003. Upon redemption, they will receive $1,039.78 per
$1,000 principal amount of Notes (consisting of the redemption price of
$1,000 plus accrued and unpaid interest thereon from July 15, 2003 up
to but not including December 18, 2003 of $39.78). No further interest
will accrue thereafter on Debentures called for redemption.
A notice of redemption is being mailed to all registered holders of the
Debentures, including, where applicable, information concerning the
specific Debentures selected by lot for redemption. Copies of the
notice of redemption may be obtained from The Bank of New York, the
paying agent and conversion agent, by calling Roxane Ellwanger at (312)
827-8574. The address of The Bank of New York is 2 N. LaSalle Street,
Suite 1020, Chicago, Illinois 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In August
2002, the company's shareholders approved a plan of complete
liquidation. The company owns a portfolio of 30 properties located in
eight states that contains an aggregate of approximately 2.46 million
square feet of gross leasable area.
Safe Harbor Statement: This news release may contain forward-looking
statements. Although the company believes that the statements and
projections are based on reasonable assumptions, actual results may
differ from those projected. Key factors that could cause actual
results to differ materially include uncertainties regarding the length
of time required to sell the company's properties and execute its plan
of liquidation and expenses incurred during the liquidation period,
changing market conditions affecting the sales price of the company's
properties, the disproportionate effect of changes in proceeds from
property sales on liquidating distributions due to the company's
capital structure, the cost of litigation in which the company is
involved, bankruptcies and other financial difficulties of tenants, the
cost of addressing environmental concerns, unforeseen contingent
liabilities, and other risks associated with the commercial real estate
business, as detailed in the company's filings from time to time with
the Securities and Exchange Commission. Many of these factors are
beyond the control of the company. Malan does not undertake to update
these forward-looking statements.
News releases for Malan Realty Investors are available on the company's
Web site at www.malanreit.com or on the PR Newswire Web site at
www.prnewswire.com.
# # #
{/TEXT}
{/DOCUMENT}
266868
|
BNY
As referenced in this Malan Realty Investors Announces Sale of Four Properties to Kmart Corporation; Partial Redemption Call for $13.0 Million of 9.5% Convertible Subordinated Debentures:
Bank of New York, – where applicable, information concerning the
specific Debentures selected by lot for redemption. Copies of the
notice of redemption may be obtained from The Bank of New York, the
paying agent and conversion agent, by calling Roxane Ellwanger at (312)
827-8574. The address of The Bank of New York
_____________
Bank of New York – The Bank of New York, the
paying agent and conversion agent, by calling Roxane Ellwanger at (312)
827-8574. The address of The Bank of New York is 2 N. LaSalle Street,
Suite 1020, Chicago, Illinois 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to
_____________
dt 168919
;
|
Malan Realty
As referenced in this Malan Realty Investors Announces Sale of Four Properties to Kmart Corporation; Partial Redemption Call for $13.0 Million of 9.5% Convertible Subordinated Debentures:
MALAN REALTY INVESTORS – News Release
FOR FURTHER INFORMATION:
John Roberson Fred Nachman
Media Relations Marjan Communications Inc.
(248) 644-7110 (312) 867-1771
FOR IMMEDIATE RELEASE
MALAN REALTY INVESTORS ANNOUNCES SALE OF
FOUR PROPERTIES TO KMART CORPORATION;
PARTIAL REDEMPTION CALL FOR
$13.0 MILLION OF 9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS,
_____________
MALAN REALTY INVESTORS, – PROPERTIES TO KMART CORPORATION;
PARTIAL REDEMPTION CALL FOR
$13.0 MILLION OF 9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS, MICH., NOVEMBER 7, 2003 - MALAN REALTY INVESTORS, INC.
(NYSE: MAL), a self-administered real estate investment trust (REIT),
today announced it has completed the sale of four Kmart properties
_____________
Malan Realty Investors. – Malan has made excellent progress during recent months in selling
properties and reducing debt," said Jeffrey Lewis, president and chief
executive officer of Malan Realty Investors. "We have paid off loan
obligations and have reduced the balance on Debentures by more than
half so far this year."
The
_____________
Malan Realty Investors, – Ellwanger at (312)
827-8574. The address of The Bank of New York is 2 N. LaSalle Street,
Suite 1020, Chicago, Illinois 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In August
2002, the company's shareholders
_____________
Malan Realty Investors – of these factors are
beyond the control of the company. Malan does not undertake to update
these forward-looking statements.
News releases for Malan Realty Investors are available on the company's
Web site at www.malanreit.com or on the PR Newswire Web site at
www.prnewswire.com.
# # #
{/
_____________
dt 175003
|
Preview
Full Doc
| 2003 |
Malan Realty Investors Announces Partial Redemption Call for $10 Million of 9.5% Convertible Subordinated Debentures
Malan Realty Investors Announces Partial Redemption Call for $10 Million of 9.5% Convertible Subordinated Debentures (4K)
Doc #266869: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}k79850exv99w1.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
EXHIBIT 99.1
News Release
FOR FURTHER INFORMATION:
John Roberson Fred Nachman
Media Relations Marjan Communications Inc.
(248) 644-7110 (312) 867-1771
FOR IMMEDIATE RELEASE
MALAN REALTY INVESTORS ANNOUNCES
PARTIAL REDEMPTION CALL FOR
$10 MILLION OF 9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS, MICH., SEPTEMBER 25, 2003 - MALAN REALTY INVESTORS, INC.
(NYSE: MAL), a self-administered real estate investment trust (REIT),
today announced it is calling for redemption on October 27, 2003 $10
million of its 9.5% Convertible Subordinated Debentures due July 15,
2004. The portion of the Debentures being called will be redeemed at
par, plus accrued but unpaid interest, and retired. The aggregate
principal balance of the Debentures is currently $42.7 million.
The portion of the Debentures to be redeemed will be selected by lot.
The transfer books for the Debentures will be closed on September 26,
2003 for purposes of this selection process. The transfer books will be
reopened on September 29, 2003. The Debentures currently trade on the
New York Stock Exchange under the symbol MAL04. The CUSIP number of the
Debentures is 561063AA6001.
Prior to 5:00 p.m. EDT on October 27, 2003, holders of Debentures
called for redemption may convert their Debentures into shares of Malan
common stock at a price of $17.00 per share, or approximately 58.82
shares per $1,000 principal amount of Debentures. Cash will be paid in
lieu of fractional shares. On September 24, 2003, the
{PAGE}
closing price of Malan common stock on the New York Stock Exchange was
$4.61 per share.
Holders of Debentures called for redemption who do not convert their
Debentures into Malan common stock will have such Debentures redeemed
on October 27, 2003. Upon redemption, they will receive $1,026.92 per
$1,000 principal amount of Notes (consisting of the redemption price of
$1,000 plus accrued and unpaid interest thereon from July 15, 2003 up
to but not including October 27, 2003 of $26.92). No further interest
will accrue thereafter on Debentures called for redemption.
A notice of redemption is being mailed to all registered holders of the
Debentures, including, where applicable, information concerning the
specific Debentures selected by lot for redemption. Copies of the
notice of redemption may be obtained from The Bank of New York, the
paying agent and conversion agent, by calling Roxane Ellwanger at (312)
827-8574. The address of The Bank of New York is 2 N. LaSalle Street,
Suite 1020, Chicago, IL 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In August
2002, the company's shareholders approved a plan of complete
liquidation. The company owns a portfolio of 34 properties located in
eight states that contains an aggregate of approximately 2.9 million
square feet of gross leasable area.
News releases for Malan Realty Investors are available on the company's
Web site at www.malanreit.com or through Company News On-Call by fax at
(800) 758-5804, ext. 114165, or www.prnewswire.com.
# # #
{/TEXT}
{/DOCUMENT}
266869
|
BNY
As referenced in this Malan Realty Investors Announces Partial Redemption Call for $10 Million of 9.5% Convertible Subordinated Debentures:
Bank of New York, – where applicable, information concerning the
specific Debentures selected by lot for redemption. Copies of the
notice of redemption may be obtained from The Bank of New York, the
paying agent and conversion agent, by calling Roxane Ellwanger at (312)
827-8574. The address of The Bank of New York
_____________
Bank of New York – The Bank of New York, the
paying agent and conversion agent, by calling Roxane Ellwanger at (312)
827-8574. The address of The Bank of New York is 2 N. LaSalle Street,
Suite 1020, Chicago, IL 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to
_____________
dt 168920
;
|
Malan Realty
As referenced in this Malan Realty Investors Announces Partial Redemption Call for $10 Million of 9.5% Convertible Subordinated Debentures:
MALAN REALTY INVESTORS – News Release
FOR FURTHER INFORMATION:
John Roberson Fred Nachman
Media Relations Marjan Communications Inc.
(248) 644-7110 (312) 867-1771
FOR IMMEDIATE RELEASE
MALAN REALTY INVESTORS ANNOUNCES
PARTIAL REDEMPTION CALL FOR
$10 MILLION OF 9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS, MICH., SEPTEMBER 25, 2003 - MALAN REALTY INVESTORS, INC.
(
_____________
MALAN REALTY INVESTORS, – RELEASE
MALAN REALTY INVESTORS ANNOUNCES
PARTIAL REDEMPTION CALL FOR
$10 MILLION OF 9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS, MICH., SEPTEMBER 25, 2003 - MALAN REALTY INVESTORS, INC.
(NYSE: MAL), a self-administered real estate investment trust (REIT),
today announced it is calling for redemption on October 27, 2003 $
_____________
Malan Realty Investors, – Ellwanger at (312)
827-8574. The address of The Bank of New York is 2 N. LaSalle Street,
Suite 1020, Chicago, IL 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In August
2002, the company's shareholders
_____________
Malan Realty Investors – properties located in
eight states that contains an aggregate of approximately 2.9 million
square feet of gross leasable area.
News releases for Malan Realty Investors are available on the company's
Web site at www.malanreit.com or through Company News On-Call by fax at
(800) 758-
_____________
dt 175004
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| Full Doc
| 2003 |
Asiacontent.com Announces Distribution to Shareholders
Asiacontent.com Announces Distribution to Shareholders (2K)
Doc #275866: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-1
{SEQUENCE}3
{FILENAME}d54414_ex1.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
Exhibit 1
Asiacontent.com Announces Distribution to Shareholders
Hong Kong/New York, March 17, 2003 - Asiacontent.com, Ltd. (OTC BB: IASIF.OB)
(the "Company") today announced that it had distributed a report to the
Company's shareholders concerning the progress of the Company's voluntary
liquidation and that it will make an initial distribution to shareholders.
The Company will make an initial distribution of $1.46 per share to shareholders
of record as of July 10, 2002, the date that the Company share register was
closed upon the filing of the Plan of Dissolution. This amount represents
approximately 85 percent of the currently estimated net assets of the Company
available for distribution.
The distribution will be effected by the Bank of New York, the company's
distribution agent, and is expected to take place on or about April 4, 2003.
An estimated final distribution of $0.26 per share to members will be made upon
completion of the liquidation, which the Company expects to occur by July 2004.
However, this estimate is subject to change. Events which could cause the
Company to change its estimate include amounts realized by collection of
book debts, the progress of the liquidation, any litigation in which the Company
is involved and unknown liabilities.
As previously announced, the Company commenced voluntary winding up and
liquidation on July 10, 2002.
--------------------------------------------------------------------------------
This release contains forward-looking statements with respect to the Company's
liquidation and dissolution. Factors that may cause actual results to differ
materially from these forward-looking statements include the following: amounts
to be realized in connection with the sale of the Company's assets, the ability
of the Company to effect an orderly wind down of its operations, the possible
delay in implementation or termination of the Company's plans of liquidation and
dissolution, the timing and amount of payments to shareholders, the effect of
litigation in which the Company is involved and unknown liabilities which may be
asserted in connection with the liquidation. Please refer to the Company's
Annual Report on Form 20-F for the fiscal year ended December 31, 2001 and the
Company's other filings with the SEC from time to time, for a description of
certain additional factors which may cause results to differ materially from
those indicated by these forward-looking statements.
6
{/TEXT}
{/DOCUMENT}
275866
|
BNY
As referenced in this Asiacontent.com Announces Distribution to Shareholders:
Bank of New York, – represents
approximately 85 percent of the currently estimated net assets of the Company
available for distribution.
The distribution will be effected by the Bank of New York, the company's
distribution agent, and is expected to take place on or about April 4, 2003.
An estimated final distribution of $
_____________
dt 185029
;
|
AsiaContent.com
As referenced in this Asiacontent.com Announces Distribution to Shareholders:
Asiacontent.com – {DOCUMENT}
{TYPE}EX-1
{SEQUENCE}3
{FILENAME}d54414_ex1.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
Exhibit 1
Asiacontent.com Announces Distribution to Shareholders
Hong Kong/New York, March 17, 2003 - Asiacontent.com, Ltd. (OTC BB: IASIF.OB)
(the "Company") today announced that
_____________
Asiacontent.com, – 3
{FILENAME}d54414_ex1.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
Exhibit 1
Asiacontent.com Announces Distribution to Shareholders
Hong Kong/New York, March 17, 2003 - Asiacontent.com, Ltd. (OTC BB: IASIF.OB)
(the "Company") today announced that it had distributed a report to the
Company's shareholders concerning the
_____________
dt 192215
|
Preview
Full Doc
| 2003 |
Corixa Reports Second Quarter Financial Results
Corixa Reports Second Quarter Financial Results (13K)
Doc #289030: Click preview link for longer preview.
For more information:
Investor Relations
Media Relations
Cindy Moon
Colleen Beauregard
Corixa Corp.
Waggener Edstrom Bioscience
206.754.5931
503.443.7000
moon@corixa.com
colleenb@wagged.com
FOR IMMEDIATE RELEASE
CORIXA REPORTS SECOND QUARTER FINANCIAL RESULTS
Seattle, July 31, 2003 ? Corixa Corp. (Nasdaq: CRXA), a developer of immunotherapeutics, today announced financial results for the second quarter ended June 30, 2003.
For the second quarter of 2003, Corixa . . .
289030
|
BNY
As referenced in this Corixa Reports Second Quarter Financial Results:
Bank of New York. – to have access to, subject to certain conditions, a $75 million equity line of credit from BNY Capital Markets, a subsidiary of the Bank of New York. As of June 30, 2003, draws under the credit line totaled $2.6 million.
Second Quarter Developments:
The FDA approved BEXXAR for
_____________
dt 236080
;
Corixa
As referenced in this Corixa Reports Second Quarter Financial Results:
Corixa Corp – EX-99.1 3 v91907exv99w1.htm EXHIBIT 99.1
EXHIBIT 99.1
For more information:
Investor Relations
Media Relations
Cindy Moon
Colleen Beauregard
Corixa Corp .
Waggener Edstrom Bioscience
206.754.5931
503.443.7000
moon@corixa.com
colleenb@wagged.com
FOR IMMEDIATE RELEASE
CORIXA REPORTS SECOND QUARTER
_____________
Corixa Corp – 5931
503.443.7000
moon@corixa.com
colleenb@wagged.com
FOR IMMEDIATE RELEASE
CORIXA REPORTS SECOND QUARTER FINANCIAL RESULTS
Seattle, July 31, 2003 Corixa Corp . (Nasdaq: CRXA), a developer of immunotherapeutics, today announced financial results for the second quarter ended June 30, 2003.
For the second quarter
_____________
Corixa Corp – are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.
# # #
-MORE-
Corixa Corp oration
Consolidated Statement of Operations
(In thousands except per share data)
Three months ended June 30,
Six months ended June 30,
2003
2002
_____________
dt 238518
;
| |
Preview
Full Doc
| 2003 |
Elan Announces Results of Offer to Purchase Lyons(TM) Due 2018
Elan Announces Results of Offer to Purchase Lyons(TM) Due 2018 (1K)
Doc #302585: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}elan6k121703ex991.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investors: Media:
Emer Reynolds Anita Kawatra
Ph: 353-1-709-4000 Ph: 212-407-5755
800-252-3526 800-252-3526
ELAN ANNOUNCES RESULTS OF OFFER TO PURCHASE LYONS(TM) DUE 2018
DUBLIN, IRELAND, DECEMBER 16, 2003 -- Elan Corporation, plc today announced the
results of its offer to purchase its Liquid Yield Option(TM) Notes due 2018
(Zero Coupon--Subordinated) (the "LYONs"). Pursuant to the indenture under which
the LYONs were issued, the holders' option to surrender their LYONs for
repurchase expired at 5:00 p.m. Eastern Standard Time on Monday, December 15,
2003.
Elan has been advised by the trustee for the LYONs, The Bank of New York, that
LYONs with an aggregate principal amount at maturity of approximately $799.7
million were validly surrendered for repurchase and not withdrawn, and Elan has
repurchased all of such LYONs. Approximately $1.6 million in aggregate principal
amount at maturity of LYONs remain outstanding following the completion of the
repurchase. The purchase price for the LYONs was $616.57 in cash per $1,000
principal amount at maturity of the LYONs. The aggregate purchase price for all
LYONs validly surrendered for repurchase and not withdrawn was approximately
$493.1 million.
About Elan
Elan is focused on the discovery, development, manufacturing, sale and marketing
of novel therapeutic products in neurology, severe pain and autoimmune diseases.
Elan (NYSE: ELN) shares trade on the New York, London and Dublin Stock
Exchanges.
{/TEXT}
{/DOCUMENT}
302585
|
BNY
As referenced in this Elan Announces Results of Offer to Purchase Lyons(TM) Due 2018:
Bank of New York, – 5:00 p.m. Eastern Standard Time on Monday, December 15,
2003.
Elan has been advised by the trustee for the LYONs, The Bank of New York, that
LYONs with an aggregate principal amount at maturity of approximately $799.7
million were validly surrendered for repurchase and not withdrawn,
_____________
dt 267696
;
|
Elan
As referenced in this Elan Announces Results of Offer to Purchase Lyons(TM) Due 2018:
Elan Corp – 5755
800-252-3526 800-252-3526
ELAN ANNOUNCES RESULTS OF OFFER TO PURCHASE LYONS(TM) DUE 2018
DUBLIN, IRELAND, DECEMBER 16, 2003 -- Elan Corp oration, plc today announced the
results of its offer to purchase its Liquid Yield Option(TM) Notes due 2018
(Zero Coupon--Subordinated) (the "
_____________
dt 271393
|
Preview
Full Doc
| 2003 |
Elan Announces Results of Offer to Purchase Lyons(TM) Due 2018
Elan Announces Results of Offer to Purchase Lyons(TM) Due 2018 (1K)
Doc #302587: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}elanscto121603ex99a5b.txt
{DESCRIPTION}PRESS RELASEL
{TEXT}
Exhibit 99(a)(5)(B)
FOR IMMEDIATE RELEASE
Investors: Media:
Emer Reynolds Anita Kawatra
Ph: 353-1-709-4000 Ph: 212-407-5755
800-252-3526 800-252-3526
ELAN Announces Results Of Offer To Purchase LYONs(TM) Due 2018
Dublin, Ireland, December 16, 2003-- Elan Corporation, plc today announced the
results of its offer to purchase its Liquid Yield Option(TM) Notes due 2018
(Zero Coupon--Subordinated) (the "LYONs"). Pursuant to the indenture under which
the LYONs were issued, the holders' option to surrender their LYONs for
repurchase expired at 5:00 p.m. Eastern Standard Time on Monday, December 15,
2003.
Elan has been advised by the trustee for the LYONs, The Bank of New York, that
LYONs with an aggregate principal amount at maturity of approximately $799.7
million were validly surrendered for repurchase and not withdrawn, and Elan has
repurchased all of such LYONs. Approximately $1.6 million in aggregate principal
amount at maturity of LYONs remain outstanding following the completion of the
repurchase. The purchase price for the LYONs was $616.57 in cash per $1,000
principal amount at maturity of the LYONs. The aggregate purchase price for all
LYONs validly surrendered for repurchase and not withdrawn was approximately
$493.1 million.
About Elan
Elan is focused on the discovery, development, manufacturing, sale and marketing
of novel therapeutic products in neurology, severe pain and autoimmune diseases.
Elan (NYSE: ELN) shares trade on the New York, London and Dublin Stock
Exchanges.
{/TEXT}
{/DOCUMENT}
302587
|
BNY
As referenced in this Elan Announces Results of Offer to Purchase Lyons(TM) Due 2018:
Bank of New York, – 5:00 p.m. Eastern Standard Time on Monday, December 15,
2003.
Elan has been advised by the trustee for the LYONs, The Bank of New York, that
LYONs with an aggregate principal amount at maturity of approximately $799.7
million were validly surrendered for repurchase and not withdrawn,
_____________
dt 267698
;
|
Elan
As referenced in this Elan Announces Results of Offer to Purchase Lyons(TM) Due 2018:
Elan Corp – 5755
800-252-3526 800-252-3526
ELAN Announces Results Of Offer To Purchase LYONs(TM) Due 2018
Dublin, Ireland, December 16, 2003-- Elan Corp oration, plc today announced the
results of its offer to purchase its Liquid Yield Option(TM) Notes due 2018
(Zero Coupon--Subordinated) (the "
_____________
dt 271394
|
Preview
Full Doc
| 2003 |
Elan Announces Commencement of Tender Period for Lyons(TM) Due 2018
Elan Announces Commencement of Tender Period for Lyons(TM) Due 2018 (7K)
Doc #302593: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}elan6k111403ex991.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investors: Media:
Emer Reynolds Anita Kawatra
Ph: 353-1-709-4000 Ph: 212-407-5755
800-252-3526 800-252-3526
ELAN ANNOUNCES COMMENCEMENT OF TENDER PERIOD FOR LYONS(TM) DUE
2018
DUBLIN IRELAND, NOVEMBER 14, 2003-- Elan Corporation, plc (NYSE: ELN) today
announced that holders of Liquid Yield Option(TM) Notes due 2018 (Zero
Coupon--Subordinated) (the "LYONs") issued by its wholly-owned subsidiary, Elan
Finance Corporation Ltd., have the right to surrender their LYONs for purchase
during the period that begins today and ends on Monday, December 15, 2003.
Pursuant to the indenture under which the LYONs were issued in December 1998,
each holder of LYONs has the right to require Elan to purchase, until 5:00 p.m.,
New York time, on Monday, December 15, 2003, such holder's LYONs at a price
equal to $616.57 per $1,000 principal amount at maturity of the LYONs.
Under the terms of the LYONs, Elan had the option to pay for the LYONs in cash,
in American Depositary Shares ("ADSs"), representing Ordinary Shares, of Elan,
or in any combination of cash and ADSs. Elan has elected to pay for the LYONs in
cash. The aggregate principal amount due at maturity for all outstanding LYONs
is approximately $801.2 million. If all outstanding LYONs were surrendered for
purchase, the aggregate cash purchase price would be approximately $494 million.
Elan intends to use a portion of the net proceeds from its recently completed
offerings of Ordinary Shares and 6.5% Guaranteed Convertible Notes due 2008 to
repurchase the LYONs.
In order to surrender LYONs for purchase, holders must deliver a purchase notice
to The Bank of New York, the trustee and paying agent for the LYONs, on or
before 5:00 p.m., New York time, on Monday, December 15, 2003. Holders may
withdraw any LYONs previously surrendered for purchase at any time prior to 5:00
p.m., New York time, on Monday, December 15, 2003.
{PAGE}
Elan Announces Commencement of Tender Period for LYONs(TM) due 2018
Page 2
Elan filed a Tender Offer Statement on Form TO with the Securities and Exchange
Commission today. Elan will make available to LYONs holders, through The
Depository Trust Company, documents specifying the terms, conditions and
procedures for surrendering for purchase and withdrawing LYONs. LYONs holders
are encouraged to read these documents carefully before making any decision with
respect to the surrender of LYONs, because these documents contain important
information regarding the details of Elan's obligation to purchase LYONs.
The LYONs are exchangeable into 13.75 Elan ADSs per $1,000 principal amount at
maturity of LYONs, subject to certain conditions set forth in the indenture and
in the LYONs, and subject to adjustment under certain circumstances.
This press release does not constitute an offer to purchase LYONs. The offer to
purchase is made solely by Elan's notice dated November 14, 2003.
About Elan
Elan is focused on the discovery, development, manufacturing, selling and
marketing of novel therapeutic products in neurology, pain management and
autoimmune diseases. Elan shares trade on the New York, London and Irish Stock
Exchanges.
The recent offerings of Ordinary Shares and Guaranteed Convertible Notes were
made outside the United States to non-U.S. persons in reliance on Regulation S
under the Securities Act of 1933, as amended (the "Securities Act"). The
Ordinary Shares, the Guaranteed Convertible Notes, the guarantee of the
Guaranteed Convertible Notes and the shares to be issued upon conversion of the
Guaranteed Convertible Notes have not been and will not be registered under the
Securities Act and, unless so registered, may not be offered, sold or
distributed within the United States or to U.S. persons (as defined in
Regulation S under the Securities Act) except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act. This release does not constitute an offer to sell or the solicitation of an
offer to buy any Guaranteed Convertible Notes or Ordinary Shares.
This document contains forward-looking statements about Elan's financial
condition, results of operations and business prospects that involve substantial
risks and uncertainties. You can identify these statements by the fact that they
use words such as "anticipate", "estimate", "project", "envisage", "intend",
"plan", "believe" and other words
{PAGE}
Elan Announces Commencement of Tender Period for LYONs(TM) due 2018
Page 3
and terms of similar meaning in connection with any discussion of future
operating or financial performance or events. Among the factors that could cause
actual results to differ materially from those described herein are the
following: the outcome of Elan's recovery plan and its ability to maintain
flexibility and maintain sufficient cash, liquid resources, and investments and
other assets capable of being monetised to meet its liquidity requirements; the
outcome of the ongoing SEC investigation and the shareholder and other pending
litigation; the success of research and development activities and the speed
with which regulatory authorisations and product launches may be achieved;
competitive developments affecting Elan's current products; the ability to
successfully market both new and existing products; difficulties or delays in
manufacturing; the ability to meet generic and branded competition after the
expiration of Elan's patents; the trend towards managed care and health care
cost containment; possible legislation affecting pharmaceutical pricing;
exposure to product liability and other types of lawsuits; Elan's ability to
protect its intellectual property; interest rate and foreign currency exchange
rate fluctuations; governmental laws and regulations affecting domestic and
foreign operations, including tax obligations; general changes in U.S. and Irish
generally accepted accounting principles; growth in costs and expenses; changes
in product mix; and the impact of acquisitions, divestitures, restructurings,
product withdrawals and other unusual items. A further list and description of
these risks, uncertainties and other matters can be found in Elan's Annual
Report on Form 20-F for the fiscal year ended December 31, 2002, and in its
Reports of Foreign Issuer on Form 6-K. Elan assumes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
{/TEXT}
{/DOCUMENT}
302593
|
BNY
As referenced in this Elan Announces Commencement of Tender Period for Lyons(TM) Due 2018:
Bank of New York, – Convertible Notes due 2008 to
repurchase the LYONs.
In order to surrender LYONs for purchase, holders must deliver a purchase notice
to The Bank of New York, the trustee and paying agent for the LYONs, on or
before 5:00 p.m., New York time, on Monday, December 15,
_____________
dt 267700
;
|
Elan
As referenced in this Elan Announces Commencement of Tender Period for Lyons(TM) Due 2018:
Elan Corp – 5755
800-252-3526 800-252-3526
ELAN ANNOUNCES COMMENCEMENT OF TENDER PERIOD FOR LYONS(TM) DUE
2018
DUBLIN IRELAND, NOVEMBER 14, 2003-- Elan Corp oration, plc (NYSE: ELN) today
announced that holders of Liquid Yield Option(TM) Notes due 2018 (Zero
Coupon--Subordinated) (the "LYONs") issued by
_____________
dt 271399
|
Preview
Full Doc
| 2003 |
Elan Announces Commencement of Tender Period for Lyons(TM) Due 2018
Elan Announces Commencement of Tender Period for Lyons(TM) Due 2018 (7K)
Doc #302600: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-5.A
{SEQUENCE}8
{FILENAME}elanex5a.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
Exhibit a(5)(A)
FOR immediate RELEASE
Investors: Media:
Emer Reynolds Anita Kawatra
Ph: 353-1-709-4000 Ph: 212-407-5755
800-252-3526 800-252-3526
ELAN announces commencement of tender period for lyons(TM) due 2018 Dublin,
Ireland, november 14, 2003-- Elan Corporation, plc (NYSE: ELN) today announced
that holders of Liquid Yield Option(TM) Notes due 2018 (Zero
Coupon--Subordinated) (the "LYONs") issued by its wholly-owned subsidiary, Elan
Finance Corporation Ltd., have the right to surrender their LYONs for purchase
during the period that begins today and ends on Monday, December 15, 2003.
Pursuant to the indenture under which the LYONs were issued in December 1998,
each holder of LYONs has the right to require Elan to purchase, until 5:00 p.m.,
New York time, on Monday, December 15, 2003, such holder's LYONs at a price
equal to $616.57 per $1,000 principal amount at maturity of the LYONs.
Under the terms of the LYONs, Elan had the option to pay for the LYONs in cash,
in American Depositary Shares ("ADSs"), representing Ordinary Shares, of Elan,
or in any combination of cash and ADSs. Elan has elected to pay for the LYONs in
cash. The aggregate principal amount due at maturity for all outstanding LYONs
is approximately $801.2 million. If all outstanding LYONs were surrendered for
purchase, the aggregate cash purchase price would be approximately $494 million.
Elan intends to use a portion of the net proceeds from its recently completed
offerings of Ordinary Shares and 6.5% Guaranteed Convertible Notes due 2008 to
repurchase the LYONs.
In order to surrender LYONs for purchase, holders must deliver a purchase notice
to The Bank of New York, the trustee and paying agent for the LYONs, on or
before 5:00 p.m., New York time, on Monday, December 15, 2003. Holders may
withdraw any LYONs previously surrendered for purchase at any time prior to 5:00
p.m., New York time, on Monday, December 15, 2003.
{PAGE}
Elan Announces Commencement of Tender Period for LYONs(TM) due 2018
Page 2
Elan filed a Tender Offer Statement on Form TO with the Securities and Exchange
Commission today. Elan will make available to LYONs holders, through The
Depository Trust Company, documents specifying the terms, conditions and
procedures for surrendering for purchase and withdrawing LYONs. LYONs holders
are encouraged to read these documents carefully before making any decision with
respect to the surrender of LYONs, because these documents contain important
information regarding the details of Elan's obligation to purchase LYONs.
The LYONs are exchangeable into 13.75 Elan ADSs per $1,000 principal amount at
maturity of LYONs, subject to certain conditions set forth in the indenture and
in the LYONs, and subject to adjustment under certain circumstances.
This press release does not constitute an offer to purchase LYONs. The offer to
purchase is made solely by Elan's notice dated November 14, 2003.
About Elan
Elan is focused on the discovery, development, manufacturing, selling and
marketing of novel therapeutic products in neurology, pain management and
autoimmune diseases. Elan shares trade on the New York, London and Irish Stock
Exchanges.
The recent offerings of Ordinary Shares and Guaranteed Convertible Notes were
made outside the United States to non-U.S. persons in reliance on Regulation S
under the Securities Act of 1933, as amended (the "Securities Act"). The
Ordinary Shares, the Guaranteed Convertible Notes, the guarantee of the
Guaranteed Convertible Notes and the shares to be issued upon conversion of the
Guaranteed Convertible Notes have not been and will not be registered under the
Securities Act and, unless so registered, may not be offered, sold or
distributed within the United States or to U.S. persons (as defined in
Regulation S under the Securities Act) except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act. This release does not constitute an offer to sell or the solicitation of an
offer to buy any Guaranteed Convertible Notes or Ordinary Shares.
This document contains forward-looking statements about Elan's financial
condition, results of operations and business prospects that involve substantial
risks and uncertainties. You can identify these statements by the fact that they
use words such as "anticipate", "estimate", "project", "envisage", "intend",
"plan", "believe" and other words
{PAGE}
Elan Announces Commencement of Tender Period for LYONs(TM) due 2018
Page 3
and terms of similar meaning in connection with any discussion of future
operating or financial performance or events. Among the factors that could cause
actual results to differ materially from those described herein are the
following: the outcome of Elan's recovery plan and its ability to maintain
flexibility and maintain sufficient cash, liquid resources, and investments and
other assets capable of being monetised to meet its liquidity requirements; the
outcome of the ongoing SEC investigation and the shareholder and other pending
litigation; the success of research and development activities and the speed
with which regulatory authorisations and product launches may be achieved;
competitive developments affecting Elan's current products; the ability to
successfully market both new and existing products; difficulties or delays in
manufacturing; the ability to meet generic and branded competition after the
expiration of Elan's patents; the trend towards managed care and health care
cost containment; possible legislation affecting pharmaceutical pricing;
exposure to product liability and other types of lawsuits; Elan's ability to
protect its intellectual property; interest rate and foreign currency exchange
rate fluctuations; governmental laws and regulations affecting domestic and
foreign operations, including tax obligations; general changes in U.S. and Irish
generally accepted accounting principles; growth in costs and expenses; changes
in product mix; and the impact of acquisitions, divestitures, restructurings,
product withdrawals and other unusual items. A further list and description of
these risks, uncertainties and other matters can be found in Elan's Annual
Report on Form 20-F for the fiscal year ended December 31, 2002, and in its
Reports of Foreign Issuer on Form 6-K. Elan assumes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
{/TEXT}
{/DOCUMENT}
302600
|
BNY
As referenced in this Elan Announces Commencement of Tender Period for Lyons(TM) Due 2018:
Bank of New York, – Convertible Notes due 2008 to
repurchase the LYONs.
In order to surrender LYONs for purchase, holders must deliver a purchase notice
to The Bank of New York, the trustee and paying agent for the LYONs, on or
before 5:00 p.m., New York time, on Monday, December 15,
_____________
dt 267706
;
|
Elan
As referenced in this Elan Announces Commencement of Tender Period for Lyons(TM) Due 2018:
Elan Corp – 5755
800-252-3526 800-252-3526
ELAN announces commencement of tender period for lyons(TM) due 2018 Dublin,
Ireland, november 14, 2003-- Elan Corp oration, plc (NYSE: ELN) today announced
that holders of Liquid Yield Option(TM) Notes due 2018 (Zero
Coupon--Subordinated) (the "LYONs") issued by
_____________
dt 271400
|
Preview
Full Doc
| 2004 |
Malan Realty Investors Announces Sale of Three Properties; Final Redemption of 9.5% Convertible Subordinated Debentures
Malan Realty Investors Announces Sale of Three Properties; Final Redemption of 9.5% Convertible Subordinated Debentures (5K)
Doc #266853: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}2
{FILENAME}k85114exv99w1.txt
{DESCRIPTION}PRESS RELEASE ISSUED APRIL 29, 2004
{TEXT}
{PAGE}
EXHIBIT 99.1
News Release
FOR FURTHER INFORMATION:
John Roberson Fred Nachman
Media Relations Marjan Communications Inc.
(248) 644-7110 (312) 867-1771
FOR IMMEDIATE RELEASE
MALAN REALTY INVESTORS ANNOUNCES SALE OF THREE PROPERTIES;
FINAL REDEMPTION OF
9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS, MICH., APRIL 29, 2004 - MALAN REALTY INVESTORS, INC.
(NYSE: MAL), a self-administered real estate investment trust (REIT), today
announced it has completed the sale of three properties totaling 392,736 square
feet. Net proceeds from the sales were $8.7 million.
Broadway Center, at 101 W. Lincoln Highway in Merrillville, Indiana is
a 177,692 square-foot property anchored by Kmart. It was sold to Kmart. A
106,084 square-foot Kmart property at 151 E. Riverside Boulevard in Loves Park,
Illinois, was sold to an individual. A Topeka, Kansas property, located at 240
E. 29th Street, houses a Harbor Freight Tools store and consists of 108,960
square feet of space. It was acquired by KDL, Inc.
Malan also announced it is calling the balance of its 9.5% Convertible
Subordinated Debentures due July 15, 2004 for redemption on June 1, 2004. The
Debentures will be redeemed at par, plus accrued but unpaid interest, and
retired. The aggregate principal balance of the Debentures is currently $7.1
million.
"We are pleased to complete the redemption of the convertible
subordinated debentures well in advance of their due date," said Jeffery Lewis,
chief executive officer of Malan Realty Investors. "This is an important
landmark in our strategy to de-leverage the company and create liquidity for the
stockholders. Property sales are also progressing well, and we are pleased with
our progress to date and the prospects for selling additional properties in the
future."
The Debentures currently trade on the New York Stock Exchange under the
CUSIP number 561063-AA-6001. Prior to 5:00 p.m., Eastern Time, on June 1, 2004,
holders of Debentures may convert their Debentures into shares of Malan common
stock at a price of $17.00 per share, or approximately 58.82 shares per $1,000
principal amount of Debentures. Cash will be paid in lieu of fractional shares.
On April 29, 2004, the
{PAGE}
closing price of Malan common stock on the New York Stock Exchange was $4.93 per
share.
Holders of Debentures who do not convert their Debentures into Malan
common stock will have such Debentures redeemed on June 1, 2004. Upon
redemption, they will receive $1,035.89 per $1,000 principal amount of Notes
(consisting of the redemption price of $1,000 plus accrued and unpaid interest
thereon from January 15, 2004 up to but not including June 1, 2004 of $35.89).
No further interest will accrue thereafter on Debentures called for redemption.
A notice of redemption is being mailed to all registered holders of the
Debentures. Copies of the notice of redemption may be obtained from The Bank of
New York, the paying agent and conversion agent, by calling Roxane Ellwanger at
(312) 827-8574. The address of The Bank of New York is 2 N. LaSalle Street,
Suite 1020, Chicago, Illinois 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In August 2002, the
company's shareholders approved a plan of complete liquidation. The company owns
a portfolio of 21 properties located in seven states that contains an aggregate
of approximately 1.5 million square feet of gross leasable area.
Safe Harbor Statement: This news release may contain forward-looking
statements. Although the company believes that the statements and projections
are based on reasonable assumptions, actual results may differ from those
projected. Key factors that could cause actual results to differ materially
include uncertainties regarding the length of time required to sell the
company's properties and execute its plan of liquidation and expenses incurred
during the liquidation period, changing market conditions affecting the sales
price of the company's properties, the effect of changes in proceeds from
property sales on liquidating distributions due to the company's capital
structure, bankruptcies and other financial difficulties of tenants, the cost of
addressing environmental concerns, unforeseen contingent liabilities, and other
risks associated with the commercial real estate business, as detailed in the
company's filings from time to time with the Securities and Exchange Commission.
Many of these factors are beyond the control of the company. Malan does not
undertake to update these forward-looking statements.
News releases for Malan Realty Investors are available on the company's
Web site at www.malanreit.com or in the Company News section on the PR Newswire
Web site at www.prnewswire.com.
# # #
{/TEXT}
{/DOCUMENT}
266853
|
BNY
As referenced in this Malan Realty Investors Announces Sale of Three Properties; Final Redemption of 9.5% Convertible Subordinated Debentures:
Bank of
New York, – of redemption is being mailed to all registered holders of the
Debentures. Copies of the notice of redemption may be obtained from The Bank of
New York, the paying agent and conversion agent, by calling Roxane Ellwanger at
(312) 827-8574. The address of The Bank of New York
_____________
Bank of New York – The Bank of
New York, the paying agent and conversion agent, by calling Roxane Ellwanger at
(312) 827-8574. The address of The Bank of New York is 2 N. LaSalle Street,
Suite 1020, Chicago, Illinois 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to
_____________
dt 168916
;
|
Malan Realty
As referenced in this Malan Realty Investors Announces Sale of Three Properties; Final Redemption of 9.5% Convertible Subordinated Debentures:
MALAN REALTY INVESTORS – News Release
FOR FURTHER INFORMATION:
John Roberson Fred Nachman
Media Relations Marjan Communications Inc.
(248) 644-7110 (312) 867-1771
FOR IMMEDIATE RELEASE
MALAN REALTY INVESTORS ANNOUNCES SALE OF THREE PROPERTIES;
FINAL REDEMPTION OF
9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS, MICH., APRIL 29, 2004 - MALAN REALTY INVESTORS, INC.
(
_____________
MALAN REALTY INVESTORS, – RELEASE
MALAN REALTY INVESTORS ANNOUNCES SALE OF THREE PROPERTIES;
FINAL REDEMPTION OF
9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS, MICH., APRIL 29, 2004 - MALAN REALTY INVESTORS, INC.
(NYSE: MAL), a self-administered real estate investment trust (REIT), today
announced it has completed the sale of three properties totaling
_____________
Malan Realty Investors. – to complete the redemption of the convertible
subordinated debentures well in advance of their due date," said Jeffery Lewis,
chief executive officer of Malan Realty Investors. "This is an important
landmark in our strategy to de-leverage the company and create liquidity for the
stockholders. Property sales are
_____________
Malan Realty Investors, – Ellwanger at
(312) 827-8574. The address of The Bank of New York is 2 N. LaSalle Street,
Suite 1020, Chicago, Illinois 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In August 2002, the
company's shareholders
_____________
Malan Realty Investors – of these factors are beyond the control of the company. Malan does not
undertake to update these forward-looking statements.
News releases for Malan Realty Investors are available on the company's
Web site at www.malanreit.com or in the Company News section on the PR Newswire
Web
_____________
dt 174989
|
Preview
Full Doc
| 2004 |
Malan Realty Investors Announces Sale of Milwaukee Property; Partial Redemption Call for $5.0 Million of 9.5% Convertible Subordinated Debentures
Malan Realty Investors Announces Sale of Milwaukee Property; Partial Redemption Call for $5.0 Million of 9.5% Convertible Subordinated Debentures (5K)
Doc #266859: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}k83586exv99w1.txt
{DESCRIPTION}PRESS RELEASE ISSUED MARCH 4, 2004
{TEXT}
{PAGE}
NEWS RELEASE
FOR FURTHER INFORMATION:
John Roberson Fred Nachman
Media Relations Marjan Communications Inc.
(248) 644-7110 (312) 867-1771
FOR IMMEDIATE RELEASE
MALAN REALTY INVESTORS ANNOUNCES SALE OF
MILWAUKEE PROPERTY;
PARTIAL REDEMPTION CALL FOR
$5.0 MILLION OF 9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS, MICH., MARCH 4, 2004 - MALAN REALTY INVESTORS, INC.
(NYSE: MAL), a self-administered real estate investment trust (REIT), today
announced it has completed the sale of a property in Milwaukee, Wisconsin.
The property, with 117,791 square feet of gross leasable area, is
located at 2701 S. Chase Avenue and contains a Chuck E. Cheese's Restaurant. The
property sold for approximately $2.6 million, after expenses.
Malan also announced it is calling for redemption on April 14, 2004,
$5.0 million of its 9.5% Convertible Subordinated Debentures due July 15, 2004.
The portion of the Debentures being called will be redeemed at par, plus accrued
but unpaid interest, and retired. The aggregate principal balance of the
Debentures is currently $12.1 million.
"We are pleased to reduce the balance on the Debentures prior to the
redemption date later this year," said Jeffrey Lewis, president and chief
executive officer of Malan Realty Investors. "With the size of our portfolio now
below 2 million square feet, we expect to make additional sales throughout 2004
as we complete the liquidation."
The portion of the Debentures to be redeemed will be selected by lot.
The transfer books for the Debentures will be closed on March 15, 2004 for
purposes of this selection process. The transfer books will be reopened on the
next business day. The
{PAGE}
Debentures currently trade on the New York Stock Exchange under the CUSIP number
561063-AA-6001.
Prior to 5:00 p.m., Eastern Time, on April 14, 2004, holders of
Debentures called for redemption may convert their Debentures into shares of
Malan common stock at a price of $17.00 per share, or approximately 58.82 shares
per $1,000 principal amount of Debentures. Cash will be paid in lieu of
fractional shares. On March 3, 2004, the closing price of Malan common stock on
the New York Stock Exchange was $5.02 per share.
Holders of Debentures called for redemption who do not convert their
Debentures into Malan common stock will have such Debentures redeemed on April
14, 2004. Upon redemption, they will receive $1,023.49 per $1,000 principal
amount of Notes (consisting of the redemption price of $1,000 plus accrued and
unpaid interest thereon from January 15, 2004 up to but not including April 14,
2004 of $23.49). No further interest will accrue thereafter on Debentures called
for redemption.
A notice of redemption is being mailed to all registered holders of the
Debentures, including, where applicable, information concerning the specific
Debentures selected by lot for redemption. Copies of the notice of redemption
may be obtained from The Bank of New York, the paying agent and conversion
agent, by calling Roxane Ellwanger at (312) 827-8574. The address of The Bank of
New York is 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In August 2002, the
company's shareholders approved a plan of complete liquidation. The company owns
a portfolio of 25 properties located in eight states that contains an aggregate
of approximately 2.0 million square feet of gross leasable area.
Safe Harbor Statement: This news release may contain forward-looking
statements. Although the company believes that the statements and projections
are based on reasonable assumptions, actual results may differ from those
projected. Key factors that could cause actual
6
{PAGE}
results to differ materially include uncertainties regarding the length of time
required to sell the company's properties and execute the plan of liquidation,
expenses incurred during the liquidation period, the company's ability to retire
or refinance its indebtedness as it comes due, its success in selling assets,
the changing market conditions affecting the sale prices of its properties, the
disproportionate effect of changes in proceeds from property sales on
liquidating distributions due to the company's capital structure, economic
downturns, leasing activities, bankruptcies and other financial difficulties of
tenants, the cost of addressing environmental concerns, unforeseen contingent
liabilities, other risks associated with the commercial real-estate business,
and other concerns as detailed in the company's filings from time to time with
the Securities and Exchange Commission.
News releases for Malan Realty Investors are available on the company's
Web site at www.malanreit.com or in the Company News section on the PR Newswire
Web site at www.prnewswire.com.
# # #
7
266859
|
BNY
As referenced in this Malan Realty Investors Announces Sale of Milwaukee Property; Partial Redemption Call for $5.0 Million of 9.5% Convertible Subordinated Debentures:
Bank of New York, – where applicable, information concerning the specific
Debentures selected by lot for redemption. Copies of the notice of redemption
may be obtained from The Bank of New York, the paying agent and conversion
agent, by calling Roxane Ellwanger at (312) 827-8574. The address of The Bank of
New York
_____________
Bank of
New York – The Bank of New York, the paying agent and conversion
agent, by calling Roxane Ellwanger at (312) 827-8574. The address of The Bank of
New York is 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to
_____________
dt 168917
;
|
Malan Realty
As referenced in this Malan Realty Investors Announces Sale of Milwaukee Property; Partial Redemption Call for $5.0 Million of 9.5% Convertible Subordinated Debentures:
MALAN REALTY INVESTORS – NEWS RELEASE
FOR FURTHER INFORMATION:
John Roberson Fred Nachman
Media Relations Marjan Communications Inc.
(248) 644-7110 (312) 867-1771
FOR IMMEDIATE RELEASE
MALAN REALTY INVESTORS ANNOUNCES SALE OF
MILWAUKEE PROPERTY;
PARTIAL REDEMPTION CALL FOR
$5.0 MILLION OF 9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS, MICH., MARCH 4,
_____________
MALAN REALTY INVESTORS, – SALE OF
MILWAUKEE PROPERTY;
PARTIAL REDEMPTION CALL FOR
$5.0 MILLION OF 9.5% CONVERTIBLE SUBORDINATED DEBENTURES
BINGHAM FARMS, MICH., MARCH 4, 2004 - MALAN REALTY INVESTORS, INC.
(NYSE: MAL), a self-administered real estate investment trust (REIT), today
announced it has completed the sale of a property in
_____________
Malan Realty Investors. – reduce the balance on the Debentures prior to the
redemption date later this year," said Jeffrey Lewis, president and chief
executive officer of Malan Realty Investors. "With the size of our portfolio now
below 2 million square feet, we expect to make additional sales throughout 2004
as we
_____________
Malan Realty Investors, – Ellwanger at (312) 827-8574. The address of The Bank of
New York is 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602.
Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In August 2002, the
company's shareholders
_____________
Malan Realty Investors – and other concerns as detailed in the company's filings from time to time with
the Securities and Exchange Commission.
News releases for Malan Realty Investors are available on the company's
Web site at www.malanreit.com or in the Company News section on the PR Newswire
Web
_____________
dt 174994
|
Preview
Full Doc
| 2000 |
364-Day Bank Credit Agreement [Amended and Restated]
364-Day Bank Credit Agreement [Amended and Restated] (193K)
Doc #215234: Click preview link for longer preview.
AMENDED AND RESTATED
364-DAY
BANK CREDIT AGREEMENT
among
THE BOEING COMPANY
and the Subsidiaries which are or shall become party hereto,
as Borrower
THE BANKS PARTY HERETO
CITIBANK, N.A.,
as Administrative Agent
and
THE CHASE MANHATTAN BANK,
as Syndication Agent
and
SALOMON SMITH BARNEY INC.
and
CHASE SECURITIES, INC.
as
Joint Lead Arrangers and Joint Book Managers
dated as of September 29, 1999
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
ARTICLE 1
{S} {C} {C}
Section Page
Section 1.02. Use of Defined Terms.....................................................................80
Section 1.03. Accounting Terms.........................................................................81
ARTICLE 2
Section 2.01. The A Advances...........................................................................81
Section 2.02. Making the A Advances....................................................................82
Section 2.03. Conversion to Term Loan, Repayment.......................................................85
Section 2.04. Interest Rate on A Advances..............................................................86
Section 2.05. The B Advances............................................................................86
Section 2.06. Fees.....................................................................................94
Section 2.07. [intentionally omitted.].................................................................95
Section 2.08. Reduction of the Commitments.............................................................95
Section 2.09. Additional Interest on Eurodollar Rate A Advances........................................96
Section 2.10. Eurodollar Interest Rate Determination...................................................97
Section 2.11. Voluntary Conversion of A Advances.......................................................99
Section 2.12. Prepayments.............................................................................100
Section 2.13. Increases in Costs......................................................................102
Section 2.14. Illegality..............................................................................108
Section 2.15. Payments and Computations...............................................................109
Section 2.16. Sharing of Payments, Etc................................................................111
Section 2.17. Alteration of Commitments and Addition of Banks.........................................112
Section 2.18. Assignments; Sales of Participations and Other Interests in Notes........................114
Section 2.19. Extension of Termination Date...........................................................120
Section 2.20. Subsidiary Borrowers....................................................................122
ARTICLE 3
Section 3.01. Representations and Warranties by the Borrowers.........................................126
Section 3.02. Representation by the Banks.............................................................128
ARTICLE 4
Section 4.01. Affirmative Covenants of TBC............................................................129
Section 4.02. General Negative Covenants of TBC.......................................................131
Section 4.03. Financial Statement Terms...............................................................133
Section 4.04. Waivers of Covenants....................................................................134
ARTICLE 5
Section 5.01. Conditions Precedent to the Initial Borrowing of TBC....................................135
Section 5.02. Conditions Precedent to Each A Borrowing of TBC.........................................136
Section 5.03. Conditions Precedent to Each B Borrowing of TBC.........................................137
Section 5.04. Conditions Precedent to the Initial Borrowing of a Subsidiary Borrower..................139
Section 5.05. Conditions Precedent to Each A Borrowing of a Subsidiary Borrower.......................141
Section 5.06. Conditions Precedent to Each B Borrowing of a Subsidiary Borrower.......................142
ARTICLE 6
Section 6.01. Events of Default.......................................................................145
ARTICLE 7
Section 7.01. Authorization and Action................................................................149
Section 7.02. Administrative Agent's Reliance, Etc....................................................150
Section 7.03. Citibank, N.A. and its Affiliates.......................................................151
Section 7.04. Bank Credit Decision....................................................................151
Section 7.05. Indemnification.........................................................................152
Section 7.06. Successor Administrative Agent..........................................................153
Section 7.07. Certain Obligations May be Performed by Affiliates......................................154
ARTICLE 8
Section 8.01. Modification, Consents and Waivers......................................................154
Section 8.02. Addresses for Notices...................................................................156
Section 8.03. Costs, Expenses and Taxes...............................................................156
Section 8.04. Binding Effect..........................................................................157
Section 8.05. Severability............................................................................157
Section 8.06. Governing Law...........................................................................157
Section 8.07. Headings................................................................................158
Section 8.08. Execution in Counterparts...............................................................159
Section 8.09. Right of Set-Off........................................................................159
Section 8.10. Agreement in Effect.....................................................................160
Exhibit A-1 - Base Rate Advance A Note
Exhibit A-2 - Eurodollar Rate A Note
Exhibit A-3 - Fixed Rate B Note
Exhibit A-4 - Eurodollar Rate B Note
Exhibit B-1 - Notice of A Borrowing
Exhibit B-2 - Notice of B Borrowing
Exhibit C - Request for Alteration
Exhibit D - Borrower Subsidiary Letter
Exhibit E - Extension Request
Exhibit F - Continuation Note
Exhibit G - Opinion of Chief Legal Officer of Borrower
Exhibit H - Opinion of Counsel for Administrative Agent
Exhibit I - Opinion of in-house counsel to Subsidiary Borrower
Exhibit J - Guaranty of TBC
Schedule I - Commitments
{/TABLE}
{PAGE}
THIS BANK CREDIT AGREEMENT (the "Agreement") dated as of
September 29, 1999, is by and among: THE BOEING COMPANY, a Delaware corporation
("TBC" or the "Company"); the BORROWERS (as defined below); the BANKS (as
defined below); CITIBANK, N.A., in its capacity as administrative agent for the
Banks (in such capacity, the "Administrative Agent"); and THE CHASE MANHATTAN
BANK, in its capacity as syndication agent for the Banks (in such capacity, the
"Syndication Agent").
RECITALS
TBC is party to an Amended and Restated 364-Day Bank Credit
Agreement dated as of September 30, 1998 (the "Existing Credit Agreement") with
the banks, financial institutions and other institutional lenders party thereto
and Citibank, N.A., as Administrative Agent for the Banks and such other
lenders.
The parties to this Amendment and Restatement desire to amend
the Existing Credit Agreement in its entirety to read as set forth below:
ARTICLE 1
Definitions
Section 1.01. Definitions.
As used in this Agreement, the following terms shall have
the meanings set out respectively after each:
"A Advance"--An advance made by a Bank to a Borrower as part
of an A Borrowing and refers to a Base Rate Advance or a Eurodollar Rate A
Advance, each of which shall be a "Type" of A Advance.
"A Borrowing"--A borrowing consisting of simultaneous A
Advances of the same Type made by each of the Banks pursuant to Section 2.01.
"A Note"--A promissory note of a Borrower payable to the order
of any Bank, in substantially the form of Exhibit A-1 or A-2 hereto, evidencing
the indebtedness of that Borrower to such Bank resulting from the aggregate of
all Base Rate Advances and the aggregate of all Eurodollar Rate A Advances,
respectively, made by such Bank to that Borrower.
"Administrative Agent"--Citibank, N.A. acting in its capacity
as administrative agent for the Banks, or any successor Administrative Agent
appointed pursuant to Section 7.06.
"Administrative Agent's Account"--The account of the
Administrative Agent maintained by the Administrative Agent with Citibank,
N.A., at its office at 2 Pennsway, Corporate Commons, Suite 200, New Castle,
Delaware 19720, Account No. 35852248, Attention: Jay Moffitt.
"Advance"--An A Advance or a B Advance.
"Agent"--Individually and collectively, as the context shall
require, the Administrative Agent and the Syndication Agent.
"Agreement"--This agreement, as it may be amended or otherwise
modified from time to time, and any written additions or supplements hereto.
"Applicable Lending Office"--With respect to each Bank, such
Bank's Domestic Lending Office in the case of a Base Rate Advance, and such
Bank's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and,
in the case of a B Advance, the office of such Bank notified by such Bank to the
Administrative Agent as its Applicable Lending Office with respect to such B
Advance.
"Applicable Margin"--Means
with respect to Base Rate Advances, 0% per annum;
with respect to Eurodollar Rate Advances which have not been
Converted to Term Loans, 0.11% per annum;
with respect to Eurodollar Rate Advances which have been
Converted to Term Loans, a fluctuating per annum amount,
commencing on the date of the Conversion and ending on the
Maturity Date, equal at any time to then-applicable rate set
forth in the pricing grid below, depending upon the rating of
the long-term senior unsecured debt of TBC then in effect:
{TABLE}
{CAPTION}
{S} {C} {C}
-------------------------------------------------------- ----------------------------------
Public Debt Rating
S&P/Moody's Applicable Margin
-------------------------------------------------------- ----------------------------------
-------------------------------------------------------- ----------------------------------
Level I
A by S&P or A2 by Moody's or above 0.15%
-------------------------------------------------------- ----------------------------------
-------------------------------------------------------- ----------------------------------
Level II
less than level I but at least A- by S&P or A3 by 0.20%
Moody's
-------------------------------------------------------- ----------------------------------
-------------------------------------------------------- ----------------------------------
Level III
less than level II but at least BBB+ by S&P or Baa1 by 0.25%
Moody's
-------------------------------------------------------- ----------------------------------
-------------------------------------------------------- ----------------------------------
Level IV
less than level III 0.375%
-------------------------------------------------------- ----------------------------------
-------------------------------------------------------- ----------------------------------
-------------------------------------------------------- ----------------------------------
{/TABLE}
provided, however, that in the event and during the
continuance of an Event of Default which is described in
Section 6.01(a), the Applicable Margin shall immediately
increase by 1.0% above the Applicable Margin then in effect,
and, in the case of a Eurodollar Rate Advance, such Advance
shall automatically convert to a Base Rate Advance at the end
of the Interest Period then in effect for such Eurodollar Rate
Advance. If the ratings from S&P and Moody's shall fall within
different levels, then the Applicable Margin shall be
determined by the higher of the two ratings except that, if
the lower of such rating is more than one level below the
higher of such ratings, the Applicable Margin shall be
determined based on the level above the lower of such ratings.
If at any time no rating is available from S&P and Moody's or
any other nationally recognized statistical rating
organization designated by TBC and approved in writing by the
Majority Banks, the Applicable Margin for each Interest Period
or each other period commencing during the thirty days
following such ratings becoming unavailable shall be the
Applicable Margin in effect immediately prior to such ratings
becoming unavailable. Thereafter the rating to be used for
purposes of this Agreement until ratings from S&P and Moody's
become available shall be as agreed between TBC and the
Administrative Agent, and TBC and the Administrative Agent
shall use good faith efforts to reach such agreement within
such thirty day period, provided, however, that if no such
agreement is reached within such thirty day period the
Applicable Margin thereafter, until such agreement shall have
been reached, shall be (A) if any such rating shall have
become unavailable as a result of S&P or Moody's ceasing its
business as a rating agency, the Applicable Margin in effect
immediately prior to such cessation or (B) otherwise, the
Applicable Margin as set forth under Level IV above.
215234
|
BNY
As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]:
Bank of New York, – is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a
Bank of New York, – improvements and machinery.
"Reference Banks"--The Chase Manhattan Bank, Citibank, N.A.,
BankBoston, N.A., Bank of New York, and National Westminster Bank plc.
"Register"--As defined in Section 2.18.
"Replacement Banks" --
BANK OF NEW YORK
– Title: Vice President
By /S/ T. GALLONETTO
Name: T. Gallonetto
Title: Assistant Vice President
THE BANK OF NEW YORK
By /S/ ROBERT LOUK
Name: Robert Louk
Title: Vice President
THE BANK OF TOKYO-
Bank of New York – Wityak Attn: Jack Wityak
Tel: (213) 624-0440 Tel: (213) 624-0440
Fax: Fax:
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
The Bank of New York $80,000,000 10990 Wilshire Blvd One Wall Street
Suite 1125 22nd Floor
Los
dt 43208
;
ABN AMRO Bank
As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]:
ABN AMRO BANK – as Syndication Agent
By /S/ MATTHEW H. MASSIE
Name: Matthew H. Massie
Title: Managing Director
ABN AMRO BANK N.V.
By /S/ DAVID J. THOMAS
Name: David J. Thomas
Title: Group Vice President
ABN Amro Bank – S} {C} {C} {C} {C}
Name of Bank Commitment Domestic Lending Office Eurodollar Lending Office
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ABN Amro Bank N.V. $52,000,000 208 South LaSalle Street, Suite 1500 208 South LaSalle Street,
dt 45399
;
|
Citibank
As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]:
CITIBANK, N.A. – BANK CREDIT AGREEMENT
among
THE BOEING COMPANY
and the Subsidiaries which are or shall become party hereto,
as Borrower
THE BANKS PARTY HERETO
CITIBANK, N.A. ,
as Administrative Agent
and
THE CHASE MANHATTAN BANK,
as Syndication Agent
and
SALOMON SMITH BARNEY INC.
and
CHASE SECURITIES, INC.
as
Joint
_____________
Citibank, N.A. – Default.......................................................................145
ARTICLE 7
Section 7.01. Authorization and Action................................................................149
Section 7.02. Administrative Agent's Reliance, Etc....................................................150
Section 7.03. Citibank, N.A. and its Affiliates.......................................................151
Section 7.04. Bank Credit Decision....................................................................151
Section 7.05. Indemnification.........................................................................152
Section 7.06. Successor Administrative Agent..........................................................
_____________
CITIBANK, N.A. – by and among: THE BOEING COMPANY, a Delaware corporation
("TBC" or the "Company"); the BORROWERS (as defined below); the BANKS (as
defined below); CITIBANK, N.A. , in its capacity as administrative agent for the
Banks (in such capacity, the "Administrative Agent"); and THE CHASE MANHATTAN
BANK, in its
_____________
Citibank, N.A. – Agreement dated as of September 30, 1998 (the "Existing Credit Agreement") with
the banks, financial institutions and other institutional lenders party thereto
and Citibank, N.A. , as Administrative Agent for the Banks and such other
lenders.
The parties to this Amendment and Restatement desire to amend
the Existing
_____________
Citibank, N.A. – all Base Rate Advances and the aggregate of all Eurodollar Rate A Advances,
respectively, made by such Bank to that Borrower.
"Administrative Agent"--Citibank, N.A. acting in its capacity
as administrative agent for the Banks, or any successor Administrative Agent
appointed pursuant to Section 7.06.
"Administrative
_____________
dt 146408
;
BofA
As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]:
BANK OF AMERICA, – BANK PLC,
NASSAU BRANCH
By /S/ SIMON CLARK
Name: Simon Clark
Title: Regional Financial Officer
BANK OF AMERICA, N.A.
By /S/ DEANNE PRUST ALLEN
Name: Deanne Prust Allen
Title: Vice President
Bank of America – 212) 401-1424 Tel: (212) 401-1424
Fax: (212) 401-1494 Fax: (212) 401-1494
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Bank of America $133,000,000 444 South Flower Street, 901 Main Street
Suite 400 Dallas, TX
dt 40900
;
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364-Day Bridge Credit Agreement
364-Day Bridge Credit Agreement (250K)
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===============================================================================
364-DAY BRIDGE CREDIT AGREEMENT
Dated as of
March 5, 2001
Among
TRANSOCEAN SEDCO FOREX INC.,
THE LENDERS PARTIES HERETO,
SUNTRUST BANK,
as Syndication Agent,
ABN AMRO BANK, N.V.,
as Administrative Agent,
WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
as Documentation Agent,
And
BANK OF AMERICA, N.A.,
as Senior Managing Agent
===============================================================================
ABN AMRO BANK, N.V. and
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arrangers and
Joint Book Runners
{PAGE}
364-DAY BRIDGE CREDIT AGREEMENT
-------------------------------
THIS 364-DAY BRIDGE CREDIT AGREEMENT (the "Agreement"), dated as of March
5, 2001, among TRANSOCEAN SEDCO FOREX INC. (the "Borrower"), a Cayman Islands
company, the lenders from time to time parties hereto (each a "Lender" and
collectively, the "Lenders"), SUNTRUST BANK, a Georgia banking corporation
("STB"), as syndication agent for the Lenders (in such capacity, the
"Syndication Agent"), ABN AMRO BANK, N.V., as administrative agent for the
Lenders (in such capacity, the "Administrative Agent"), WELLS FARGO BANK TEXAS,
NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity,
the "Documentation Agent"), BANK OF AMERICA, N.A., as senior managing agent for
the Lenders (in such capacity, the "Senior Managing Agent"), and GOLDMAN SACHS
CREDIT PARTNERS L.P. and ABN AMRO BANK, N.V., as joint lead arrangers and joint
book runners for the credit facility described herein (in such capacities, the
"Joint Lead Arrangers" and "Joint Book Runners").
WITNESSETH:
WHEREAS, the Borrower has requested that the Lenders establish in its favor
a 364-day bridge revolving credit facility in the aggregate principal amount of
U.S. $1,200,000,000, pursuant to which facility loans would be made to the
Borrower;
WHEREAS, the Lenders are willing to make such revolving credit facility
available to the Borrower on the terms and subject to the conditions and
requirements hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
ARTICLE 1. definitions; interpretation.
Section 1.1. Definitions. Unless otherwise defined herein, the following
------------------------------------------------------------
terms shall have the following meanings, which meanings shall be equally
------------------------------------------------------------------------
applicable to both the singular and plural forms of such terms:
--------------------------------------------------------------
"Adjusted LIBOR" means, for any Borrowing of Eurocurrency Loans for any
Interest Period, a rate per annum determined in accordance with the following
formula:
Adjusted LIBOR = LIBOR Rate for such Interest Period
-----------------------------------
1.00 - Statutory Reserve Rate
"Administrative Agent" means ABN AMRO Bank, N.V., acting in its capacity as
administrative agent for the Lenders, and any successor Administrative Agent
appointed hereunder pursuant to Section 9.7; provided, however, that no such
Administrative Agent shall have any duties, responsibilities, or obligations
hereunder in such capacity.
114493
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BNY
As referenced in this 364-Day Bridge Credit Agreement:
Bank of New York – System arranged by federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the next Business Day, provided that (A)
if such day is not a Business
dt 41438
;
ABN AMRO Bank
As referenced in this 364-Day Bridge Credit Agreement:
ABN AMRO BANK, – 2001
Among
TRANSOCEAN SEDCO FOREX INC.,
THE LENDERS PARTIES HERETO,
SUNTRUST BANK,
as Syndication Agent,
ABN AMRO BANK, N.V.,
as Administrative Agent,
WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
as Documentation Agent,
ABN AMRO BANK, – NATIONAL ASSOCIATION,
as Documentation Agent,
And
BANK OF AMERICA, N.A.,
as Senior Managing Agent
===============================================================================
ABN AMRO BANK, N.V. and
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arrangers and
ABN AMRO BANK, – banking corporation
("STB"), as syndication agent for the Lenders (in such capacity, the
"Syndication Agent"), ABN AMRO BANK, N.V., as administrative agent for the
Lenders (in such capacity, the "Administrative Agent"),
ABN AMRO BANK, – in such capacity, the "Senior Managing Agent"), and GOLDMAN SACHS
CREDIT PARTNERS L.P. and ABN AMRO BANK, N.V., as joint lead arrangers and joint
book runners for the credit facility
ABN AMRO Bank, – LIBOR = LIBOR Rate for such Interest Period
-----------------------------------
1.00 - Statutory Reserve Rate
"Administrative Agent" means ABN AMRO Bank, N.V., acting in its capacity as
administrative agent for the Lenders, and any
dt 45169
;
Citibank
As referenced in this 364-Day Bridge Credit Agreement:
Citibank, N.A. – 71
{PAGE}
GOLDMAN SACHS CREDIT (continued)
PARTNERS L.P., as Joint Lead Arranger,
Joint Book Runner, and a Lender
Payment Instructions:
--------------------
Bank Name: Citibank, N.A.
ABA Number: 021000089
City, State: New York, New York
Account Number: 40717188
Attention: Bank Loan Operations - Sandra Stulberger
Reference: Transocean Sedco Forex
_____________
dt 145774
;
|
Transocean
As referenced in this 364-Day Bridge Credit Agreement:
TRANSOCEAN INC –
TRANSOCEAN INC
_____________
dt 1850809
;
BofA
As referenced in this 364-Day Bridge Credit Agreement:
BANK OF AMERICA, – N.V.,
as Administrative Agent,
WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
as Documentation Agent,
And
BANK OF AMERICA, N.A.,
as Senior Managing Agent
===============================================================================
ABN AMRO BANK, N.V. and
GOLDMAN SACHS
BANK OF AMERICA, – TEXAS,
NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity,
the "Documentation Agent"), BANK OF AMERICA, N.A., as senior managing agent for
the Lenders (in such capacity, the "Senior
Bank of America, – the same purpose
or purposes as the property sold or transferred.
"Senior Managing Agent" means Bank of America, N.A., in its capacity as
senior managing agent for the Lenders, and any
Bank of America, – V. as the Administrative Agent, Wells Fargo
Bank Texas, National Association, as the Documentation Agent, Bank of America,
N.A., as Senior Managing Agent, and Goldman Sachs Credit Partners L.P. and
BANK OF AMERICA, – 40717188
Attention: Bank Loan Operations - Sandra Stulberger
Reference: Transocean Sedco Forex Bridge Facility
72
{PAGE}
BANK OF AMERICA, N.A.,
As Senior Managing Agent and a Lender
By:__________________________
Name:
Title:
COMMITMENT
dt 39656
;
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364-Day Bridge Credit Agreement
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Dated as of
March 5, 2001
Among
TRANSOCEAN SEDCO FOREX INC.,
THE LENDERS PARTIES HERETO,
SUNTRUST BANK,
as Syndication Agent,
ABN AMRO BANK, N.V.,
as Administrative Agent,
WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
as Documentation Agent,
. . .
1109701
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BNY
As referenced in this 364-Day Bridge Credit Agreement:
Bank of New York – average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the next Business Day, provided that (A)
if such day is not a Business Day, the rate on such transactions on the
immediately preceding Business Day as so published
_____________
dt 1586351
;
ABN AMRO Bank
As referenced in this 364-Day Bridge Credit Agreement:
ABN AMRO BANK, N.V., – EXHIBIT 4.34
EXECUTION COPY
===============================================================================
364-DAY BRIDGE CREDIT AGREEMENT
Dated as of
March 5, 2001
Among
TRANSOCEAN SEDCO FOREX INC.,
THE LENDERS PARTIES HERETO,
SUNTRUST BANK,
as Syndication Agent,
ABN AMRO BANK, N.V.,
as Administrative Agent,
WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
as Documentation Agent,
And
BANK OF AMERICA, N.A.,
as Senior Managing Agent
===============================================================================
ABN AMRO BANK, N.V. and
GOLDMAN
_____________
ABN AMRO BANK, N.V. – as Syndication Agent,
ABN AMRO BANK, N.V.,
as Administrative Agent,
WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
as Documentation Agent,
And
BANK OF AMERICA, N.A.,
as Senior Managing Agent
===============================================================================
ABN AMRO BANK, N.V. and
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arrangers and
Joint Book Runners
364-DAY BRIDGE CREDIT AGREEMENT
-------------------------------
THIS 364-DAY BRIDGE CREDIT AGREEMENT (the "Agreement"), dated
_____________
ABN AMRO BANK, N.V., – to time parties hereto (each a "Lender" and
collectively, the "Lenders"), SUNTRUST BANK, a Georgia banking corporation
("STB"), as syndication agent for the Lenders (in such capacity, the
"Syndication Agent"), ABN AMRO BANK, N.V., as administrative agent for the
Lenders (in such capacity, the "Administrative Agent"), WELLS FARGO BANK TEXAS,
NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity,
the "Documentation
_____________
ABN AMRO BANK, N.V., – the "Documentation Agent"), BANK OF AMERICA, N.A., as senior managing agent for
the Lenders (in such capacity, the "Senior Managing Agent"), and GOLDMAN SACHS
CREDIT PARTNERS L.P. and ABN AMRO BANK, N.V., as joint lead arrangers and joint
book runners for the credit facility described herein (in such capacities, the
"Joint Lead Arrangers" and "Joint Book Runners").
WITNESSETH:
WHEREAS, the Borrower
_____________
ABN AMRO Bank, N.V., – any
Interest Period, a rate per annum determined in accordance with the following
formula:
Adjusted LIBOR = LIBOR Rate for such Interest Period
-----------------------------------
1.00 - Statutory Reserve Rate
"Administrative Agent" means ABN AMRO Bank, N.V., acting in its capacity as
administrative agent for the Lenders, and any successor Administrative Agent
appointed hereunder pursuant to Section 9.7; provided, however, that no such
Administrative Agent
_____________
dt 1471116
;
Citibank
As referenced in this 364-Day Bridge Credit Agreement:
Citibank, N.A. – 902-5977
Telecopy No.: 212/357-4597
71
GOLDMAN SACHS CREDIT (continued)
PARTNERS L.P., as Joint Lead Arranger,
Joint Book Runner, and a Lender
Payment Instructions:
--------------------
Bank Name: Citibank, N.A.
ABA Number: 021000089
City, State: New York, New York
Account Number: 40717188
Attention: Bank Loan Operations - Sandra Stulberger
Reference: Transocean Sedco Forex Bridge Facility
72
BANK OF AMERICA,
_____________
dt 1479299
;
|
BofA
As referenced in this 364-Day Bridge Credit Agreement:
BANK OF AMERICA, N.A. – SEDCO FOREX INC.,
THE LENDERS PARTIES HERETO,
SUNTRUST BANK,
as Syndication Agent,
ABN AMRO BANK, N.V.,
as Administrative Agent,
WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
as Documentation Agent,
And
BANK OF AMERICA, N.A. ,
as Senior Managing Agent
===============================================================================
ABN AMRO BANK, N.V. and
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arrangers and
Joint Book Runners
364-DAY BRIDGE CREDIT
_____________
BANK OF AMERICA, N.A. – as administrative agent for the
Lenders (in such capacity, the "Administrative Agent"), WELLS FARGO BANK TEXAS,
NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity,
the "Documentation Agent"), BANK OF AMERICA, N.A. , as senior managing agent for
the Lenders (in such capacity, the "Senior Managing Agent"), and GOLDMAN SACHS
CREDIT PARTNERS L.P. and ABN AMRO BANK, N.V., as joint
_____________
Bank of America, N.A. – hereafter acquired, and thereafter
rent or lease property that it intends to use for substantially the same purpose
or purposes as the property sold or transferred.
"Senior Managing Agent" means Bank of America, N.A. , in its capacity as
senior managing agent for the Lenders, and any successor Senior Managing Agent
appointed pursuant to Section 9.7; provided, however, that the Senior Managing
Agent
_____________
Bank of America,
N.A. – Book Runners. Each Lender hereby appoints STB as the
---------------------------------
Syndication Agent, ABN AMRO Bank, N.V. as the Administrative Agent, Wells Fargo
Bank Texas, National Association, as the Documentation Agent, Bank of America,
N.A. , as Senior Managing Agent, and Goldman Sachs Credit Partners L.P. and ABN
AMRO Bank, N.V., as the Joint Lead Arrangers and Joint Book Runners, under the
Credit
_____________
BANK OF AMERICA, N.A. – Name: Citibank, N.A.
ABA Number: 021000089
City, State: New York, New York
Account Number: 40717188
Attention: Bank Loan Operations - Sandra Stulberger
Reference: Transocean Sedco Forex Bridge Facility
72
BANK OF AMERICA, N.A. ,
As Senior Managing Agent and a Lender
By:__________________________
Name:
Title:
COMMITMENT AMOUNT: $125,000,000
PERCENTAGE: 10.41666667%
Address for Notices:
-------------------
Bank of America, N.A.
333 Clay
_____________
dt 1555399
;
GS Credit
As referenced in this 364-Day Bridge Credit Agreement:
GOLDMAN SACHS CREDIT PARTNERS L. – N.V.,
as Administrative Agent,
WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
as Documentation Agent,
And
BANK OF AMERICA, N.A.,
as Senior Managing Agent
===============================================================================
ABN AMRO BANK, N.V. and
GOLDMAN SACHS CREDIT PARTNERS L. P.,
as Joint Lead Arrangers and
Joint Book Runners
364-DAY BRIDGE CREDIT AGREEMENT
-------------------------------
THIS 364-DAY BRIDGE CREDIT AGREEMENT (the "Agreement"), dated as of March
5, 2001, among
_____________
GOLDMAN SACHS
CREDIT PARTNERS L. – agent for the Lenders (in such capacity,
the "Documentation Agent"), BANK OF AMERICA, N.A., as senior managing agent for
the Lenders (in such capacity, the "Senior Managing Agent"), and GOLDMAN SACHS
CREDIT PARTNERS L. P. and ABN AMRO BANK, N.V., as joint lead arrangers and joint
book runners for the credit facility described herein (in such capacities, the
"Joint Lead Arrangers" and "Joint
_____________
Goldman Sachs Credit Partners L. – interest rate swap,
interest rate cap, interest rate collar, or other interest rate hedging
agreement or arrangement designed to protect against fluctuations in interest
rates.
"Joint Book Runners" shall mean Goldman Sachs Credit Partners L. P. and ABN
AMRO Bank, N.V., in their capacities as joint book runners for the credit
facility provided in this Agreement, and any successor Joint Book Runner
appointed pursuant
_____________
Goldman Sachs Credit Partners L. – pursuant to Section 9.7; provided,
10
however, that the Joint Book Runners shall have no duties, responsibilities, or
obligations hereunder in such capacity.
"Joint Lead Arrangers" shall mean Goldman Sachs Credit Partners L. P. and
ABN AMRO Bank, N.V., in their capacities as joint lead arrangers for the credit
facility provided in this Agreement, and any successor Joint Lead Arranger
appointed pursuant
_____________
Goldman Sachs Credit Partners L. – Agent, ABN AMRO Bank, N.V. as the Administrative Agent, Wells Fargo
Bank Texas, National Association, as the Documentation Agent, Bank of America,
N.A., as Senior Managing Agent, and Goldman Sachs Credit Partners L. P. and ABN
AMRO Bank, N.V., as the Joint Lead Arrangers and Joint Book Runners, under the
Credit Documents and hereby authorizes the Syndication Agent, the Administrative
Agent, the
_____________
dt 1553005
;
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