Preview
Full Doc
 | 2001 |
Administration Agreement
Administration Agreement (40K)
Doc #2516219: Click preview link for longer preview.
ADMINISTRATION AGREEMENT
between
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST
Issuer,
and
WORLD FINANCIAL NETWORK NATIONAL BANK
Administrator
Dated as of August 1, 2001
TABLE OF CONTENTS
. . .
2516219
|
 Chase Manhattan
As referenced in this Administration Agreement:
Chase Manhattan Bank – may have in any other capacity, other
than as Administrator.
18. LIMITATION OF LIABILITY OF OWNER TRUSTEE. Notwithstanding
anything contained herein to the contrary, this instrument has been signed by
Chase Manhattan Bank USA, National Association not in its individual capacity
but solely in its capacity as Owner Trustee of Issuer and in no event shall
Chase Manhattan Bank USA, National Association in
_____________
Chase Manhattan Bank – has been signed by
Chase Manhattan Bank USA, National Association not in its individual capacity
but solely in its capacity as Owner Trustee of Issuer and in no event shall
Chase Manhattan Bank USA, National Association in its individual capacity or any
beneficial owner of Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of Issuer hereunder, as
to
_____________
Chase Manhattan Bank – the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST
By: Chase Manhattan Bank USA, National Association,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Denis Kelly
--------------------------
Name: Denis Kelly
Title: Assistant Vice President
WORLD FINANCIAL NETWORK
NATIONAL BANK, as
_____________
Chase Manhattan Bank – for this purpose heretofore filed or executed by the
Trust are hereby revoked.
{Page}
EXECUTED this ____ day of _________, 2001.
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST
By: Chase Manhattan Bank USA,
National Association,
not in its individual capacity
but solely as Owner Trustee
By:_________________________________
Name:_______________________________
Title:______________________________
{/TEXT}
{/DOCUMENT}
_____________
dt 1667236
;
Chase Manhattan
As referenced in this Administration Agreement:
Chase Manhattan Bank USA, Na – may have in any other capacity, other
than as Administrator.
18. LIMITATION OF LIABILITY OF OWNER TRUSTEE. Notwithstanding
anything contained herein to the contrary, this instrument has been signed by
Chase Manhattan Bank USA, Na tional Association not in its individual capacity
but solely in its capacity as Owner Trustee of Issuer and in no event shall
Chase Manhattan Bank USA, National Association in its
_____________
Chase Manhattan Bank USA, Na – has been signed by
Chase Manhattan Bank USA, National Association not in its individual capacity
but solely in its capacity as Owner Trustee of Issuer and in no event shall
Chase Manhattan Bank USA, Na tional Association in its individual capacity or any
beneficial owner of Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of Issuer hereunder, as
to all
_____________
Chase Manhattan Bank USA, Na – the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST
By: Chase Manhattan Bank USA, Na tional Association,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Denis Kelly
--------------------------
Name: Denis Kelly
Title: Assistant Vice President
WORLD FINANCIAL NETWORK
NATIONAL BANK, as Administrator
_____________
Chase Manhattan Bank USA,
Na – for this purpose heretofore filed or executed by the
Trust are hereby revoked.
{Page}
EXECUTED this ____ day of _________, 2001.
WORLD FINANCIAL NETWORK CREDIT CARD
MASTER NOTE TRUST
By: Chase Manhattan Bank USA,
Na tional Association,
not in its individual capacity
but solely as Owner Trustee
By:_________________________________
Name:_______________________________
Title:______________________________
{/TEXT}
{/DOCUMENT}
_____________
dt 1633777
;
| |
Preview
Full Doc
| 2006 |
Administration Agreement
Administration Agreement (41K)
Doc #2520161: Click preview link for longer preview.
CHASE AUTO OWNER TRUST 2006-B
Class A-1 5.43% Asset Backed Notes
Class A-2 5.28% Asset Backed Notes
Class A-3 5.13% Asset Backed Notes
Class A-4 5.11% Asset Backed Notes
Class B 5.24% Asset Backed Notes
ADMINISTRATION AGREEMENT
Dated as of September 13, 2006
JPMorgan Chase Bank, National Association,
As Administrator
TABLE OF CONTENTS
Page
SECTION 1.
Duties of Administrator
2
SECTION 2.
. . .
2520161
| |
JPMorgan Chase
As referenced in this Administration Agreement:
JPMorgan Chase Bank, – A-3 5.13% Asset Backed Notes
Class A-4 5.11% Asset Backed Notes
Class B 5.24% Asset Backed Notes
ADMINISTRATION AGREEMENT
Dated as of September 13, 2006
JPMorgan Chase Bank, National Association,
As Administrator
TABLE OF CONTENTS
Page
SECTION 1.
Duties of Administrator
2
SECTION 2.
Records
6
SECTION 3.
Compensation
7
SECTION 4.
Additional Information to be Furnished
_____________
JPMORGAN CHASE BANK, – Covenants
13
SECTION 21.
Liability of Administrator
13
i
ADMINISTRATION AGREEMENT dated as of September 13, 2006, among CHASE AUTO OWNER TRUST 2006-B, a Delaware statutory trust (the Issuer), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrator (the Administrator), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Indenture Trustee (the Indenture Trustee).
_____________
JPMorgan Chase Bank, – the Sale and Servicing Agreement) (capitalized terms used herein and not defined herein shall have the meanings assigned such terms in the Sale and Servicing Agreement) between the Issuer and JPMorgan Chase Bank, National Association (JPMorgan Chase), as Servicer and Depositor, (ii) an Issuer Letter of Representations dated September 13, 2006 (the Issuer Letter of Representations) between the Issuer and The Depository
_____________
JPMorgan Chase Bank, – Account Control Agreement dated as of September 13, 2006 (as amended, modified or supplemented from time to time, the Collection Account Control Agreement) among the Issuer, the Indenture Trustee and JPMorgan Chase Bank, National Association, as securities intermediary, (iv) the Amended and Restated Trust Agreement dated as of September 13, 2006 (as amended, modified or supplemented from time to time, the Trust
_____________
JPMorgan Chase Bank, – follows:
(a)
if to the Issuer or the Owner Trustee, to
Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration
with a copy to:
JPMorgan Chase Bank, National Association
c/o Chase Auto Finance Corp.
900 Stewart Avenue
9
Garden City, New York 11530
Attention: Financial Controller
(b)
if to the Administrator, to
JPMorgan Chase Bank,
_____________
dt 1597179
|
Preview
Full Doc
| 2002 |
Administration Agreement
Administration Agreement (44K)
Doc #125251: Click preview link for longer preview.
================================================================================
ADMINISTRATION AGREEMENT
among
WFS FINANCIAL 2003-_ OWNER TRUST,
as Issuer,
WFS FINANCIAL INC,
as Administrator,
WFS RECEIVABLES CORPORATION 3,
as Seller,
and
_________________________,
as Indenture Trustee
Dated as of __________________, 200____
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
Section 1. Duties of the Administrator............................................. 1
Section 2. Records................................................................. 7
Section 3. Compensation............................................................ 8
Section 4. Additional Information to be Furnished to the Issuer.................... 8
Section 5. Independence of the Administrator....................................... 8
Section 6. No Joint Venture........................................................ 8
Section 7. Other Activities of Administrator....................................... 8
Section 8. Term of Agreement; Resignation and Removal of Administrator............. 8
Section 9. Action upon Termination, Resignation or Removal......................... 9
Section 10. Notices................................................................ 10
Section 11. Amendments............................................................. 10
Section 12. Successors and Assigns................................................. 11
Section 13. Governing Law.......................................................... 11
Section 14. Headings............................................................... 11
Section 15. Counterparts........................................................... 11
Section 16. Severability........................................................... 11
Section 17. Not Applicable to WFS in Other Capacities.............................. 11
Section 18. Limitation of Liability of Owner Trustee and Indenture Trustee......... 11
Section 19. Third-Party Beneficiary................................................ 12
Section 20. Capitalized Terms...................................................... 12
Exhibit A [FORM OF POWER OF ATTORNEY].............................................. A-1
{/TABLE}
i
{PAGE}
This ADMINISTRATION AGREEMENT, dated as of __________________, 200____,
is among WFS FINANCIAL 2003-__ OWNER TRUST (the "Issuer"), WFS FINANCIAL INC
("WFS" or, in its capacity as administrator, the "Administrator"), WFS
RECEIVABLES CORPORATION 3, as seller (the "Seller"), and ______________________,
not in its individual capacity but solely as Indenture Trustee (the "Indenture
Trustee").
W I T N E S S E T H :
WHEREAS, the Issuer is issuing _____.___% Class A-1 Notes,
_____.___%Class A-2 Notes, _____.___% Class A-3 Notes, _____.___% Class A-4
Notes, _____.___% Class B Notes, _____.___% Class C Notes and _____.___% Class D
Notes (collectively, the "Notes"), pursuant to the indenture, dated as of the
date hereof (the "Indenture"), between the Issuer and the Indenture Trustee;
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Notes and of certain beneficial ownership interests of
the Issuer, including (i) the Indenture, (ii) a sale and servicing agreement,
dated as of the date hereof (the "Sale and Servicing Agreement"), among the
Issuer, the Seller and WFS, as master servicer (in such capacity, the "Master
Servicer") and (iii) a Letter of Representations, dated __________________,
200____ (the "Depository Agreement" and, together with the Basic Documents, the
"Related Agreements"), among the Issuer, the Indenture Trustee and The
Depository Trust Company ("DTC") relating to the Notes;
WHEREAS, pursuant to the Related Agreements, the Issuer and the Owner
Trustee are required to perform certain duties in connection with (i) the Notes
and the collateral therefor pledged pursuant to the Indenture and (ii) the
beneficial ownership interests in the Issuer;
WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform certain of the duties of the Issuer and the Owner Trustee
referred to in the preceding clause and to provide such additional services
consistent with the terms of this Agreement and the Related Agreements as the
Issuer and the Owner Trustee may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:
125251
|
Chase Manhattan
As referenced in this Administration Agreement:
Chase Manhattan Bank – be in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to:
WFS Financial 2003-__ Owner Trust
Chase Manhattan Bank USA, National Association
c/o JP Morgan Chase
500 Stanton Christiana Rd., OPS4 /3rd Floor
Newark, Delaware 19713
Attention: Institutional Trust Services
(b)
_____________
dt 101605
;
Chase Manhattan
As referenced in this Administration Agreement:
Chase Manhattan Bank USA, Na – be in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to:
WFS Financial 2003-__ Owner Trust
Chase Manhattan Bank USA, Na tional Association
c/o JP Morgan Chase
500 Stanton Christiana Rd., OPS4 /3rd Floor
Newark, Delaware 19713
Attention: Institutional Trust Services
(b) if
_____________
dt 312223
;
DTC
As referenced in this Administration Agreement:
Depository Trust Company – with the Basic Documents, the
"Related Agreements"), among the Issuer, the Indenture Trustee and The
Depository Trust Company ("DTC") relating to the Notes;
WHEREAS, pursuant to the Related Agreements, the Issuer and
dt 47912
;
| WFS Financing Inc.;
WFS Receivables Corp.
|
Preview
Full Doc
| 2003 |
Adoption Agreement
Adoption Agreement (127K)
Doc #187090: Click preview link for longer preview.
ADOPTION AGREEMENT FOR
PFPC INC.
NON-STANDARDIZED 401(K) PROFIT SHARING
PLAN AND TRUST
The undersigned Employer adopts PFPC Inc. Prototype Non-Standardized 401(k)
Profit Sharing Plan and Trust and elects the following provisions:
CAUTION: Failure to properly fill out this Adoption Agreement may result in
disqualification of the Plan.
EMPLOYER INFORMATION
(An amendment to the Adoption Agreement is not needed solely to reflect a change
in the information in this Employer Information Section.)
1. EMPLOYER'S NAME, ADDRESS AND TELEPHONE NUMBER
Name: Webster Bank
--------------------------------------------------------------
--------------------------------------------------------------
Address: 145 Bank Street Webster Plaza
--------------------------------------------------------------
Street
Waterbury CT 06702
----------------------- ------------------ ---------------
City State Zip
Telephone: (203) 755-1422
----------------------------
2. EMPLOYER'S TAXPAYER IDENTIFICATION NUMBER 06-0273620
------------------
3. TYPE OF ENTITY
a. [xx] Corporation (including Tax-exempt or Non-profit Corporation)
b. [ ] Professional Service Corporation
c. [ ] S Corporation
d. [ ] Limited Liability Company that is taxed as:
1. [ ] a partnership or sole proprietorship
2. [ ] a Corporation
3. [ ] an S Corporation
e. [ ] Sole Proprietorship
f. [ ] Partnership (including Limited Liability)
g. [ ] Other:
--------------------------------------------------------------
AND, the Employer is a member of (select all that apply):
h. [xx] a controlled group
i. [ ] an affiliated service group
4. EMPLOYER FISCAL YEAR means the 12 consecutive month period:
Beginning on January 1 (e.g., January 1st)
----------
month day
and ending on December 31
-----------
month day
PLAN INFORMATION
(An amendment to the Adoption Agreement is not needed solely to reflect a change
in the information in Questions 9. through 11.)
5. PLAN NAME:
Webster Bank Employee Investment Plan
--------------------------------------------------------------------------------
(c) Copyright 2001 PFPC Inc.
1
{PAGE}
Non-Standardized 401(k) Profit Sharing Plan
6. EFFECTIVE DATE
a. [ ] This is a new Plan effective as of ____________ (hereinafter called
the "Effective Date").
b. [ ] This is an amendment and restatement of a previously established
qualified plan of the Employer which was originally effective _______
(hereinafter called the "Effective Date"). The effective date of this
amendment and restatement is _______.
c. [xx] FOR GUST RESTATEMENTS: This is an amendment and restatement of a
previously established qualified plan of the Employer to bring the
Plan into compliance with GUST (GATT, USERRA, SBJPA and TRA `97).
The original Plan effective date was 10/1/84 hereinafter called the
"Effective Date'). Except as specifically provided in the Plan, the
effective date of this amendment and restatement is 1/1/01. (May
enter a restatement date that is the first day of the current Plan
Year. The Plan contains appropriate retroactive effective dates with
respect to provisions for the appropriate laws.)
7. PLAN YEAR means the 12 consecutive month period:
Beginning on December 31 (e.g., January 1st)
------------
month day
and ending on December 30
------------
month day
EXCEPT that there will be a Short Plan Year:
a. [ ] N/A
b. [ ] beginning on (e.g., July 1, 2000)
-------------------------------
month day year
and ending on
-------------------------------
month day year
8. VALUATION DATE means:
a. [x ] Every day that the Trustee, any transfer agent appointed by the
Trustee or the Employer, and any stock exchange used by such agent
are open for business (daily valuation).
b. [ ] The last day of each Plan Year.
c. [ ] The last day of each Plan Year half (semi-annual).
d. [ ] The last day of each Plan Year quarter.
e. [ ] Other (specify day or dates):_____________________ (must be at least
once each Plan Year).
9. PLAN NUMBER assigned by the Employer
a. [ ] 001
b. [ ] 002
c. [x ] 003
d. [ ] Other:
---------------------------------------------------------------
10. TRUSTEES:
a. [ ] Individual Trustee(s) who serve as discretionary Trustee(s) over
assets not subject to control by a corporate Trustee.
Name(s) Title(s)
------------------------------ --------------------------------
------------------------------ --------------------------------
------------------------------ --------------------------------
Address and Telephone number
1. [ ] Use Employer address and telephone number.
2. [ ] Use address and telephone number below:
Address:
-------------------------------------------------------------
Street
------------- ------------------ -------------------
City State Zip
Telephone:
-------------------------------
(c) Copyright 2001 PFPC Inc.
2
{PAGE}
Non-Standardized 401(k) Profit Sharing Plan
b. [ x ] Corporate Trustee
Name: PW Trust Company
-----------------------------------------------------------
Address: 4400 Computer Drive
-----------------------------------------------------------
Street
Westboro MA 01581
------------- ------------------ ------------------
City State Zip
Telephone: (508) 871-4084
------------------------------
AND, the corporate Trustee shall serve as:
1. [ x ] a directed (nondiscretionary) Trustee over
all Plan assets except for the following:
--------------------------------------
2. [ ] a discretionary Trustee over all Plan assets
except for the following:
--------------------------------------
AND, shall a separate trust agreement be used with this Plan?
c. [ ] Yes
d. [ x ] No
NOTE: If Yes is selected, an executed copy of the trust agreement between
the Trustee and the Employer must be attached to this Plan. The Plan
and trust agreement will be read and construed together. The
responsibilities, rights and powers of the Trustee shall be those
specified in the trust agreement.
11. PLAN ADMINISTRATOR'S NAME, ADDRESS AND TELEPHONE NUMBER:
(If none is named, the Employer will become the Administrator.)
a. [ x ] Employer (Use Employer address and telephone number).
b. [ ] Use name, address and telephone number below:
Name:
--------------------------------------------------------
Address:
--------------------------------------------------------
Street
------------ -------------------- ----------------
City State Zip
Telephone:
--------------------------------------------
12. CONSTRUCTION OF PLAN
This Plan shall be governed by the laws of the state or commonwealth where
the Employer's (or, in the case of a corporate Trustee, such Trustee's)
principal place of business is located unless another state or commonwealth
is specified:
Connecticut
---------------------------
ELIGIBILITY REQUIREMENTS
13. ELIGIBLE EMPLOYEES (Plan Section 1.18)
FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN d. or e. BELOW FOR
EMPLOYER CONTRIBUTIONS) means all Employees (including Leased Employees)
EXCEPT:
NOTE: If different exclusions apply to Elective Deferrals than to other
Employer contributions, complete this part a.-b. for the Elective Deferral
component of the Plan.
a. [ ] N/A. No exclusions.
b. [ X ] The following are excluded, except that if b.3. is selected,
such Employees will be included (select all that apply):
1. [ ] Union Employees (as defined in Plan Section 1.18)
2. [ ] Non-resident aliens (as defined in Plan Section
1.18)
3. [ ] Employees who became Employees as the result of a "Code
Section 410(b)(6)(C) transaction" (as defined in Plan
Section 1.18)
4. [ ] Salaried Employees
5. [ ] Highly Compensated Employees
6. [ ] Leased Employees
7. [ x ] Other: Independent Contractors
----------------------
HOWEVER, different exclusions will apply (select c. OR d. and/or e.):
c. [ X ] N/A. The options elected in a.-b. above apply for all purposes
of the Plan.
d. [ ] For purposes of all Employer contributions (other than Elective
Deferrals and matching contributions)...
e. [ ] For purposes of Employer matching contributions...
(c) Copyright 2001 PFPC Inc.
187090
|
Chase Manhattan
As referenced in this Adoption Agreement:
Chase Manhattan Bank
– LLC (formerly known as Access National Mortgage, L.L.C.)
Maritime Bank & Trust
Village Bank & Trust Company
New England Community Bancorp, Inc.
The Chase Manhattan Bank
The Levine Companies (Louis Levine Agency, Inc., Levine Financial
Services, Inc. and Retirement Planning Associates, Inc.)
Mech Financial, Inc.
Fleet Boston Corporation
_____________
Chase Manhattan Bank
– available if
the beneficiary is not the spouse of such deceased employee.
D-3
Annex IV
Special Provisions for Former Employees
of
The Chase Manhattan Bank
------------------------
The following provisions shall apply to each former employee of The
Chase Manhattan Bank who transferred employment to a member of the
_____________
Chase Manhattan Bank – Annex IV
Special Provisions for Former Employees
of
The Chase Manhattan Bank
------------------------
The following provisions shall apply to each former employee of The
Chase Manhattan Bank who transferred employment to a member of the Webster Bank
controlled group as a result of Webster Bank's acquisition of certain branches
_____________
Chase Manhattan Bank – employment to a member of the Webster Bank
controlled group as a result of Webster Bank's acquisition of certain branches
from The Chase Manhattan Bank (a "Transferred Chase Employee"), who had an
account balance under The 401(k) Savings Plan of The Chase Manhattan Bank (the
"Chase
_____________
Chase Manhattan Bank – branches
from The Chase Manhattan Bank (a "Transferred Chase Employee"), who had an
account balance under The 401(k) Savings Plan of The Chase Manhattan Bank (the
"Chase 401(k) Plan") immediately prior to the date on which the assets and
liabilities of the Chase 401(k) Plan
_____________
dt 102017
;
PFPC Inc.;
| Webster Bank;
Webster Financial Corp
|
Preview
Full Doc
| 1999 |
Advertising Insertion Order
Advertising Insertion Order (95K)
Doc #147095: Click preview link for longer preview.
AOL ADVERTISING INSERTION ORDER
-------------------------------
by and between
AMERICA ONLINE, INC.
and
STAMPS.COM INC.
Dated
December 16, 1998
- --------------------------------------------------------------------------------
{PAGE}
===============================
AOL ADVERTISING INSERTION ORDER [LOGO OF AMERICA ONLINE]
===============================
Contract #:
-------------------------------
AOL Salesperson:
--------------------------
Sales Coordinator: Credit Approval Received
------------------------
Date:
-------------------------------------
{TABLE}
{CAPTION}
- -----------------------------------------------------------------------------------------------
Advertiser Advertising Agency
- -----------------------------------------------------------------------------------------------
{S} {C} {C}
Contact Person Doug Walner
- -----------------------------------------------------------------------------------------------
Company Name Stamps.com, Inc.
- -----------------------------------------------------------------------------------------------
Address - Line 1 2900 31st St., Suite 150
- -----------------------------------------------------------------------------------------------
Address - Line 2 Santa Monica, CA 90405
- -----------------------------------------------------------------------------------------------
Phone # 310-450-1444
- -----------------------------------------------------------------------------------------------
Fax #
- -----------------------------------------------------------------------------------------------
Email Dwalner@stamps.com
- -----------------------------------------------------------------------------------------------
SIC Code
- -----------------------------------------------------------------------------------------------
Advertiser IAB Category
- -----------------------------------------------------------------------------------------------
{/TABLE}
{TABLE}
{CAPTION}
- -----------------------------------------------------------------------------------------------
Billing Information
- -----------------------------------------------------------------------------------------------
Send Invoices to (choose one): Advertiser [_] Agency
- -----------------------------------------------------------------------------------------------
{S} {C} {C}
Advertiser or Agency Billing Same as above
Contact Person
- -----------------------------------------------------------------------------------------------
Company Name
- -----------------------------------------------------------------------------------------------
Billing Address - Line 1
- -----------------------------------------------------------------------------------------------
Billing Address - Line 2
- -----------------------------------------------------------------------------------------------
Billing Phone #
- -----------------------------------------------------------------------------------------------
Billing Fax #
- -----------------------------------------------------------------------------------------------
Billing Email Address
- -----------------------------------------------------------------------------------------------
P.O. #, if applicable
- -----------------------------------------------------------------------------------------------
{/TABLE}
1. Guaranteed Payments. Advertiser shall make the following payments to AOL:
a. [***];
---
b. [***];
---
c. [***]; and
---
d. [***]
---
2. Additional Payments. See Sections 3 and 8 of Exhibit A, and Section 9 of
Exhibit E attached hereto.
3. Late Payments; Wired Payments. All amounts owed hereunder not paid when due
-----------------------------
and payable will bear interest from the date such amounts are due and
payable at the prime rate in effect at such time. All payments required
hereunder will be paid in immediately available, non-refundable U.S. funds
wired to the "America Online" account, Account Number 323070752 at The Chase
Manhattan Bank, 1 Chase Manhattan Plaza, New York, NY 10081 (ABA:
021000021). In the event of nonpayment on any of the dates specified above,
Advertiser shall have an additional five (5) business days within which to
make such payment and if Advertiser does not make the required payment in
such additional five (5) business days, AOL reserves the right to
immediately terminate this Insertion Order Agreement with written notice to
Advertiser.
- --------------------------------------------------------------------------------
- --------------------------
[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
- --------------------------------------------------------------------------------
Inventory Type (choose one): [_] AOL Service only
[_] AOL Affiliate only (e.g.AOL.com) [_] AOL Service & AOL Affiliate
- --------------------------------------------------------------------------------
1
{PAGE}
{TABLE}
{CAPTION}
- ---------------------------------------------------------------------------------------------------------------------------------
AOL Service
- ---------------------------------------------------------------------------------------------------------------------------------
Inventory
- ---------------------------------------------------------------------------------------------------------------------------------
Display
AOL Inventory/Demographic* Display Stop # of Ad Slots Total Gross Total
Purchased Start Date Date Ad Type Purchased Price Impressions
- ---------------------------------------------------------------------------------------------------------------------------------
{S} {C} {C} {C} {C} {C} {C}
PHASE I PROMOTIONS
- ---------------------------------------------------------------------------------------------------------------------------------
Run of E-mail: Zip Code Area 1 [***] [***] Banner Rotation [***] [***]
--- --- --- ---
- ---------------------------------------------------------------------------------------------------------------------------------
Run of E-mail: Zip Code Area 2 [***] [***] Banner Rotation [***] [***]
--- --- --- ---
- ---------------------------------------------------------------------------------------------------------------------------------
Run of E-mail: Zip Code Area 3 [***] [***] Banner Rotation [***] [***]
--- --- --- ---
- ---------------------------------------------------------------------------------------------------------------------------------
Run of Service: Zip Code Area 1 [***] [***] Banner Rotation [***] [***]
--- --- --- ---
- ---------------------------------------------------------------------------------------------------------------------------------
Run of Service: Zip Code Area 2 [***] [***] Banner Rotation [***] [***]
--- --- --- ---
- ---------------------------------------------------------------------------------------------------------------------------------
Run of Service: Zip Code Area 3 [***] [***] Banner Rotation [***] [***]
--- --- --- ---
- ---------------------------------------------------------------------------------------------------------------------------------
Computing Download Software: Zip [***] [***] Banner Rotation [***] [***]
Code Targeted --- --- --- ---
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
PHASE II PROMOTIONS [***] [***]
See Exhibit B attached hereto --- ---
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
* Attach completed AOL Demographic Phase I [***] [***]
Profile Worksheet Promotions Total: --- ---
- ---------------------------------------------------------------------------------------------------------------------------------
{/TABLE}
{TABLE}
{CAPTION}
- ---------------------------------------------------------------------------------------------------------------------------------
Art
- ---------------------------------------------------------------------------------------------------------------------------------
All necessary artwork and active URL's must be provided by advertiser 3 business days prior to start date.
Artwork required from Advertiser/Agency:
----------------------------------------
{S} {C} {S}
[_] 234x60 IAB Standard /10k Max [_] 145x30 Old Standard /10k Max [_] 120x60 Shopping/10k Max
[_] 175x45 Chat/Mail in-box/10k Max [_] 197x40 PF Area/10k Max [_] Special
------------------
* Static banners only, no animation*
{/TABLE}
Linking URL: The HTTP/URL address to be connected to the Advertisement shall be:
http://www.stamps.com, or any other HTTP/URL agreed upon by Advertiser and AOL
(the "Affiliated Advertiser Site"). Advertiser shall be responsible for any
hosting or communication costs associated with the Affiliated Advertiser Site.
Please send artwork and URL to (choose one):
[_] AOLARTWEST@aol.com [_] AOLARTEAST@aol.com
------------------ ------------------
AOL reserves the right to immediately cancel any advertising flight in the event
of a material change to the nature or content of the site linked to the
147095
|
Chase Manhattan
As referenced in this Advertising Insertion Order:
Chase
Manhattan Bank, – hereunder will be paid in immediately available, non-refundable U.S. funds
wired to the "America Online" account, Account Number 323070752 at The Chase
Manhattan Bank, 1 Chase Manhattan Plaza, New York, NY 10081 (ABA:
021000021). In the event of nonpayment on any of the dates specified above,
_____________
dt 101775
;
America Online
As referenced in this Advertising Insertion Order:
AOL – AND UNDERLINED. THE CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
- --------------------------------------------------------------------------------
AOL ADVERTISING INSERTION ORDER
-------------------------------
by and between
AMERICA ONLINE, INC.
and
STAMPS.COM INC.
Dated
AMERICA ONLINE, – FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
- --------------------------------------------------------------------------------
AOL ADVERTISING INSERTION ORDER
-------------------------------
by and between
AMERICA ONLINE, INC.
and
STAMPS.COM INC.
Dated
December 16, 1998
- --------------------------------------------------------------------------------
{PAGE}
===============================
AOL ADVERTISING INSERTION ORDER [
AOL – by and between
AMERICA ONLINE, INC.
and
STAMPS.COM INC.
Dated
December 16, 1998
- --------------------------------------------------------------------------------
{PAGE}
===============================
AOL ADVERTISING INSERTION ORDER [LOGO OF AMERICA ONLINE]
===============================
Contract #:
-------------------------------
AOL Salesperson:
--------------------------
Sales Coordinator: Credit Approval
AMERICA ONLINE] – and
STAMPS.COM INC.
Dated
December 16, 1998
- --------------------------------------------------------------------------------
{PAGE}
===============================
AOL ADVERTISING INSERTION ORDER [LOGO OF AMERICA ONLINE]
===============================
Contract #:
-------------------------------
AOL Salesperson:
--------------------------
Sales Coordinator: Credit Approval Received
------------------------
Date:
-------------------------------------
{TABLE}
{CAPTION}
- -----------------------------------------------------------------------------------------------
Advertiser Advertising Agency
- -----------------------------------------------------------------------------------------------
{
AOL – INC.
Dated
December 16, 1998
- --------------------------------------------------------------------------------
{PAGE}
===============================
AOL ADVERTISING INSERTION ORDER [LOGO OF AMERICA ONLINE]
===============================
Contract #:
-------------------------------
AOL Salesperson:
--------------------------
Sales Coordinator: Credit Approval Received
------------------------
Date:
-------------------------------------
{TABLE}
{CAPTION}
- -----------------------------------------------------------------------------------------------
Advertiser Advertising Agency
- -----------------------------------------------------------------------------------------------
{S} {C} {
dt 52306
;
|
Stamps.com Inc.
As referenced in this Advertising Insertion Order:
STAMPS.COM – CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
- --------------------------------------------------------------------------------
AOL ADVERTISING INSERTION ORDER
-------------------------------
by and between
AMERICA ONLINE, INC.
and
STAMPS.COM INC.
Dated
December 16, 1998
- --------------------------------------------------------------------------------
{PAGE}
===============================
AOL ADVERTISING INSERTION ORDER [LOGO OF AMERICA ONLINE]
===============================
Contract #:
-------------------------------
AOL Salesperson:
--------------------------
Sales Coordinator: Credit Approval Received
------------------------
Date:
-------------------------------------
{
_____________
Stamps.com, – Contract #:
-------------------------------
AOL Salesperson:
--------------------------
Sales Coordinator: Credit Approval Received
------------------------
Date:
-------------------------------------
{TABLE}
{CAPTION}
- -----------------------------------------------------------------------------------------------
Advertiser Advertising Agency
- -----------------------------------------------------------------------------------------------
{S} {C} {C}
Contact Person Doug Walner
- -----------------------------------------------------------------------------------------------
Company Name Stamps.com, Inc.
- -----------------------------------------------------------------------------------------------
Address - Line 1 2900 31st St., Suite 150
- -----------------------------------------------------------------------------------------------
Address - Line 2 Santa Monica, CA 90405
- -----------------------------------------------------------------------------------------------
Phone # 310-450-1444
- -----------------------------------------------------------------------------------------------
Fax #
- -----------------------------------------------------------------------------------------------
Email
_____________
@stamps.com
– Inc.
- -----------------------------------------------------------------------------------------------
Address - Line 1 2900 31st St., Suite 150
- -----------------------------------------------------------------------------------------------
Address - Line 2 Santa Monica, CA 90405
- -----------------------------------------------------------------------------------------------
Phone # 310-450-1444
- -----------------------------------------------------------------------------------------------
Fax #
- -----------------------------------------------------------------------------------------------
Email Dwalner@stamps.com
- -----------------------------------------------------------------------------------------------
SIC Code
- -----------------------------------------------------------------------------------------------
Advertiser IAB Category
- -----------------------------------------------------------------------------------------------
{/TABLE}
{TABLE}
{CAPTION}
- -----------------------------------------------------------------------------------------------
Billing Information
- -----------------------------------------------------------------------------------------------
Send Invoices to (choose one): Advertiser [_] Agency
- -----------------------------------------------------------------------------------------------
{S} {C} {C}
Advertiser
_____________
.stamps.com, – Special
------------------
* Static banners only, no animation*
{/TABLE}
Linking URL: The HTTP/URL address to be connected to the Advertisement shall be:
http://www.stamps.com, or any other HTTP/URL agreed upon by Advertiser and AOL
(the "Affiliated Advertiser Site"). Advertiser shall be responsible for any
hosting
_____________
Stamps.com – be the [***]. In addition to the foregoing,
---
subject to the provisions hereof, Advertiser shall have the right to use
the AOL Keyword Term Stamps.com and [***] additional AOL Keyword Term as
---
mutually agreed upon by the parties.
- ---------------
[***] Confidential treatment has been requested for the bracketed portions.
The confidential
_____________
dt 650855
;
Stamps com Inc
|
Preview
Full Doc
| 1999 |
Advertising Insertion Order
Advertising Insertion Order (42K)
Doc #147097: Click preview link for longer preview.
[AOL ADVERTISING INSERTION ORDER] [LOGO]
AMERICA
ONLINE
Contract #:
--------------------
AOL Salesperson: Credit approval received
---------------
Sales Coordinator:
-------------
Date:
--------------------------
{TABLE}
{CAPTION}
Advertiser Advertising Agency
- --------------------------------------------------------------------------------------------------
{S} {C} {C}
Contact Person Jeff Lymburner
- --------------------------------------------------------------------------------------------------
Company Name Internet Liquidators International, Inc.
- --------------------------------------------------------------------------------------------------
Address Line 1 2701 Rocky Point Drive, Ste. 510
- --------------------------------------------------------------------------------------------------
Address Line 2 Tampa, FL 33607
- --------------------------------------------------------------------------------------------------
Phone # 888-750-7467
- --------------------------------------------------------------------------------------------------
Fax #
- --------------------------------------------------------------------------------------------------
Email Jlilusa@aol.com
- ------------------------------------------------------------------------------
SIC Code
- ------------------------------------
Advertiser IAB Category
- --------------------------------------------------------------------------------------------------
{CAPTION}
Billing Information
- --------------------------------------------------------------------------------------------------
Send Invoices to (choose one): Advertiser Agency
{S} {C} {C}
Advertiser or Agency Billing
Contact Person
- --------------------------------------------------------------------------------------------------
Company Name Same as above
- --------------------------------------------------------------------------------------------------
Billing Address Line 1
- --------------------------------------------------------------------------------------------------
Billing Address Line 2
- --------------------------------------------------------------------------------------------------
Billing Phone #
- --------------------------------------------------------------------------------------------------
Billing Fax #
- --------------------------------------------------------------------------------------------------
Billing Email Address
- --------------------------------------------------------------------------------------------------
P.O. #, if applicable
- --------------------------------------------------------------------------------------------------
{/TABLE}
Payments:
Advertiser shall pay AOL One Million Seven Hundred Fifty Thousand Dollars
(US$1,750,000) as follows:
a. Three Hundred Fifty Thousand Dollars (US$350,000) on execution of this
Insertion Order;
b. Three Hundred Fifty Thousand Dollars (US$350,000) on April 1, 1999;
c. Three Hundred Fifty Thousand Dollars (US$350,000) on July 1, 1999;
d. Three Hundred Fifty Thousand Dollars (US$350,000) on October 1, 1999; and
e. Three Hundred Fifty Thousand Dollars (US$350,000) on January 1, 2000.
Late Payments; Wired Payments. All amounts owed hereunder not paid when due
and payable will bear interest from the date such amounts are due and payable
at the prime rate in effect at such time. All payments required hereunder
will be paid in immediately available, non-refundable U.S. funds wired to the
"America Online" account, Account Number 323070752 at The Chase Manhattan
Bank, 1 Chase Manhattan Plaza, New York, NY 10081 (ABA: 021000021). In the
event of nonpayment, AOL reserves the right to immediately terminate this
Insertion Order Agreement with written notice to Advertiser.
{TABLE}
{S} {C} {C}
- ---------------------------------------------------------------------------------------------
Inventory Type (choose one): [ ] AOL Service only [ ] AOL Affiliate only (e.g. AOL.com)
[ ] AOL Service & AOL Affiliate
- ---------------------------------------------------------------------------------------------
{/TABLE}
{PAGE}
{TABLE}
{CAPTION}
AOL Service
- --------------------------------------------------------------------------------------------------------------------
Inventory
- --------------------------------------------------------------------------------------------------------------------
AOL Inventory/Demographic* Purchased Display Display Total Gross Price
Start Stop Ad Type
Date Date
- --------------------------------------------------------------------------------------------------------------------
{S} {C} {C} {C} {C}
Shopping Channel Auctions & Outlets 2/1/99 3/31/00 Anchor Tenant $ 416,000
Department
- --------------------------------------------------------------------------------------------------------------------
Shopping Channel Computing Products 2/1/99 3/31/00 Tenant $ 47,500
More Hardware Department
- --------------------------------------------------------------------------------------------------------------------
Shopping Channel Computing Products 2/1/99 3/31/00 More Stores Listbox Entry $ 60,000
Department
- --------------------------------------------------------------------------------------------------------------------
Shopping Channel Office Products & 2/1/99 3/31/00 Tenant $ 140,000
Services Department
- --------------------------------------------------------------------------------------------------------------------
Computing Superstore Auctions 2/1/99 3/31/00 Continuous Placement $1,000,000
Department
- --------------------------------------------------------------------------------------------------------------------
Sports Channel 2/1/99 3/31/00 Banner Advertising $ 90,000
(Total of 1,500,000 Impressions)
- --------------------------------------------------------------------------------------------------------------------
* Attach completed AOL Demographic Total: $1,750,000
Profile Worksheet
- --------------------------------------------------------------------------------------------------------------------
{/TABLE}
{TABLE}
{CAPTION}
{S} {C}
- --------------------------------------------------------------------------------------------------------------------
Art
- --------------------------------------------------------------------------------------------------------------------
All necessary artwork and active URL's must be provided by advertiser 3 business days prior to start date.
Artwork required from Advertiser/Agency:
----------------------------------------
[ ] 234x60 IAB Standard /10k Max [ ] 145x30 Old Standard /10k Max [ ] 120x60 Shopping/10k Max
[ ] 175x45 Chat/Mail in-box/10k Max [ ] 197x40 PF Area/10k Max [ ] Special_____
* Static banners only, no animation*
Linking URL: The HTTP/URL address to be connected to the Advertisement shall be: http://www.bid.com (the "Affiliated Advertiser
Site"). Advertiser shall be responsible for any hosting or communication costs associated with the Affiliated Advertiser Site.
Please send artwork and URL to (choose one):
[ ] AOLARTWEST@aol.com [ ] AOLARTEAST@aol.com
------------------ ------------------
AOL reserves the right to immediately cancel any advertising flight in the event of a material change to the nature or content of
the site linked to the Advertisement.
147097
|
Chase Manhattan
As referenced in this Advertising Insertion Order:
Chase Manhattan
Bank, – hereunder
will be paid in immediately available, non-refundable U.S. funds wired to the
"America Online" account, Account Number 323070752 at The Chase Manhattan
Bank, 1 Chase Manhattan Plaza, New York, NY 10081 (ABA: 021000021). In the
event of nonpayment, AOL reserves the right to immediately terminate
_____________
dt 101776
;
Jeff Lymburner;
| Internet Liquidators International, Inc.;
Adb Systems International Ltd
|
Preview
Full Doc
| 2003 |
Advisory Agreement
Advisory Agreement (17K)
Doc #129465: Click preview link for longer preview.
ADVISORY AGREEMENT
This Advisory Agreement (this Agreement) is made and entered into as of April 15, 2003 by and among Euramax International, Inc., a Delaware corporation (Euramax and together with all of the direct and indirect subsidiaries of Euramax, the Euramax Group), and CVC Management LLC, a Delaware limited liability company (Advisor).
WHEREAS, pursuant to the Stock Purchase Agreement, dated the date hereof, by and among Euramax, Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC and CVC/SSB Employee Fund, L.P. (collectively, the Fund), and the stockholders of Euramax named therein (the Purchase Agreement), the Fund will purchase at the Closing (as defined in the Purchase Agreement) shares of Euramaxs common stock from certain stockholders of the Company on the terms and subject to the conditions set forth in the Purchase Agreement;
WHEREAS, Advisor is an affiliate of the Fund and an indirect wholly-owned subsidiary of Citigroup Inc.;
WHEREAS, Euramax, on behalf of the Euramax Group, desires to retain Advisor and Advisor desires to perform for Euramax and/or the Euramax Group certain services;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and intending to be legally bound hereby, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, effective as of the Closing (the Effective Time) and without any further action required by any party hereto, hereby agree as follows:
1. Term. This Agreement shall be in effect for an initial term of ten (10) years commencing at the Effective Time (the Term), and shall be automatically extended thereafter on a year to year basis unless Euramax or Advisor provides written notice of its desire to terminate this Agreement to the other party 90 days prior to the expiration of the Term or any extension thereof; provided, however, that this Agreement shall automatically terminate upon the closing of any transaction that constitutes a Change of Control or a Public Offering (as each such term is defined in the Companys 2003 Equity Compensation Plan) of the Company.
2. Services. Advisor shall perform or cause to be performed such services for the Euramax and/or members of the Euramax Group as directed by Euramaxs board of directors, which may include, without limitation, the following:
(a) identification, support and analysis of acquisitions and dispositions by Euramax or its subsidiaries;
(b) support and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;
129465
|
Chase Manhattan
As referenced in this Advisory Agreement:
Chase Manhattan Bank – Restated Supplemental Indenture, dated as of December 14, 1999, by and among Euramax International Limited, certain other subsidiaries of Euramax named therein and Chase Manhattan Bank as Trustee or (ii) the Second Amended and Restated Credit Agreement, dated as of March 15, 2002, among the Company, certain subsidiaries of
_____________
dt 101635
;
ARE Acquisitions
As referenced in this Advisory Agreement:
are acquisitions, – transaction, plus reasonable out-of-pocket expenses;
2
provided, however, that no such transaction fee shall be payable in connection with transactions that are acquisitions, divestitures or financings (including any refinancings) between or among the Company and one or more of its subsidiaries or between or among
_____________
dt 117512
;
Citigroup
As referenced in this Advisory Agreement:
Citigroup Inc – the conditions set forth in the Purchase Agreement;
WHEREAS, Advisor is an affiliate of the Fund and an indirect wholly-owned subsidiary of Citigroup Inc .;
WHEREAS, Euramax, on behalf of the Euramax Group, desires to retain Advisor and Advisor desires to perform for Euramax and/or the
_____________
dt 148057
;
| CVC Management LLC;
Euramax International Plc
|
Preview
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| 2003 |
Advisory Agreement
Advisory Agreement (18K)
Doc #1607504: Click preview link for longer preview.
Exhibit
10.3
Execution
Copy
ADVISORY AGREEMENT
This Advisory Agreement
(this “Agreement”) is made and entered into as of April 15, 2003 by
and among Euramax International, Inc., a Delaware corporation (“Euramax”
and together with all of the direct and indirect subsidiaries of Euramax, the “Euramax
Group”), and CVC Management LLC, a Delaware limited liability company (“Advisor”).
WHEREAS, pursuant to the
Stock Purchase Agreement, dated the date hereof, by and among Euramax,
Citigroup Venture Capital . . .
1607504
|
Chase Manhattan
As referenced in this Advisory Agreement:
Chase Manhattan Bank – 1996, as supplemented by the Amended and Restated
Supplemental Indenture, dated as of December 14, 1999, by and among
Euramax International Limited, certain other subsidiaries of Euramax named
therein and Chase Manhattan Bank as Trustee or (ii) the Second Amended and
Restated Credit Agreement, dated as of March 15, 2002, among the Company,
certain subsidiaries of the Company named therein, the Lenders named
_____________
dt 1427376
;
ARE Acquisitions
As referenced in this Advisory Agreement:
are
acquisitions, – One (1%) of the value of such transaction, plus reasonable
out-of-pocket expenses;
2
provided, however, that no
such transaction fee shall be payable in connection with transactions that are
acquisitions, divestitures or financings (including any refinancings) between
or among the Company and one or more of its subsidiaries or between or among
subsidiaries.
(c) &#
_____________
dt 1324445
;
|
Citigroup
As referenced in this Advisory Agreement:
Citigroup
Inc – Company on the terms
and subject to the conditions set forth in the Purchase Agreement;
WHEREAS, Advisor is an
affiliate of the Fund and an indirect wholly-owned subsidiary of Citigroup
Inc .;
WHEREAS, Euramax, on
behalf of the Euramax Group, desires to retain Advisor and Advisor desires to
perform for Euramax and/or the Euramax Group certain services;
NOW, THEREFORE, in
_____________
dt 1528096
|
Preview
Full Doc
| 2000 |
Agency Agreement
Agency Agreement (152K)
Doc #198531: Click preview link for longer preview.
$12,107,437,190
International Business Machines Corporation
U.S. Medium-Term Notes
AGENCY AGREEMENT
JUNE 22, 2000
Chase Securities Inc.
270 Park Avenue
New York, New York 10017-2070
Credit Suisse First Boston Corporation
11 Madison Avenue
5th Floor
New York, New York 10010
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center
North Tower
New York, New York 10281-1315
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
1. INTRODUCTION. International Business Machines Corporation, a New
York corporation (the "Issuer"), confirms its agreement with each of you
(individually an "Agent" and collectively the "Agents") with respect to the
issue and sale from time to time by the Issuer on or after the date hereof of up
to $12,107,437,190 in aggregate initial offering price of its Medium-Term Debt
Securities (or for Medium-Term Debt Securities denominated in currencies or
currency units other than U.S. dollars, the equivalent thereof based on the
prevailing exchange rates at the respective times such Medium-Term Securities
are first offered) (the "Securities") issued under Article Three of the
Indenture dated as of October 1, 1993, as supplemented by the First Supplemental
Indenture thereto dated as of December 15, 1995 (the "Indenture"), between the
Issuer and The Chase Manhattan Bank, as trustee (the "Trustee"). The Securities
will be issued, and the terms thereof established, from time to time by the
Issuer in accordance with the Indenture and the Procedures (as defined in
Section 3(d) hereof).
2. REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The Issuer represents
and warrants to, and agrees with, each Agent as follows:
(a) Registration statements of the Issuer (Nos. 333-37034 and
333-70521), relating to securities of the Issuer (collectively the
"Registered Securities"), including the Securities, have been filed with
the Securities and Exchange Commission (the "Commission") and have become
effective (such registration statements, as amended as of the Closing Date
(as defined in Section 3(e) hereof), including all material incorporated
by reference therein, being hereinafter collectively referred to as the
"Registration Statement," and the prospectus dated JUNE 20, 2000, a form
of which is included in Registration Statement No. 333-37034, as
supplemented as of the Closing Date, including all material incorporated
by reference therein, being hereinafter referred to as the "Prospectus").
Any reference in this Agreement to amending or supplementing the
Prospectus shall be deemed to include the filing of materials incorporated
by reference in the Prospectus after the Closing Date and any reference in
this Agreement to any amendment or supplement to the Prospectus shall be
deemed to include any such materials incorporated by reference in the
Prospectus after the Closing Date.
(b) On the effective date of each registration statement included in
the definition of Registration Statement, such registration statement
conformed, and on the Closing Date, the Prospectus as then amended or
supplemented will conform, in all material respects to the requirements of
the Securities Act of 1933 (the "Act"), the Securities Exchange Act of
1934 (the "Exchange Act"), the Trust Indenture Act of 1939 (the "Trust
Indenture Act") and the rules and regulations of the Commission thereunder
(the "Rules and Regulations"), and on its effective date each registration
statement did not, and such Prospectus will not, include any untrue
statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading, except that the foregoing does not apply to statements in or
omissions from any of such documents based upon written information
furnished to the Issuer by any Agent specifically for use therein.
3. APPOINTMENT AS AGENT; SOLICITATIONS AS AGENT.
(a) Subject to the terms and conditions stated herein, the Issuer
hereby appoints each of the Agents an agent of the Issuer for the purpose
of soliciting or receiving offers to purchase the Securities from the
Issuer by others. Nothing contained in this Agreement shall be construed
to prevent the Issuer from selling at any time to any person any
Registered Securities, including the Securities, directly on its own
behalf or in a firm commitment underwriting pursuant to an underwriting
agreement that does not provide for a continuous offering of such
Securities. Each Agent agrees to use its reasonable efforts to solicit
purchases of the Securities on the terms and subject to the conditions set
forth herein and in the Procedures (as defined below).
(b) On the basis of the representations and warranties contained
herein, but subject to the terms and conditions herein set forth, each
Agent agrees, as agent of the Issuer, to solicit offers to purchase the
Securities upon the terms and conditions set forth in the Prospectus, as
from time to time amended or supplemented.
Upon receipt of notice from the Issuer as contemplated by Section
4(b) hereof, the Agents shall suspend solicitation of offers to purchase
the Securities until such time as the Issuer shall have furnished them
with an amendment or supplement to the Registration Statement or the
Prospectus, as the case may be, contemplated by Section 4(b) and shall
have advised the Agents that such solicitation may be resumed.
The Issuer reserves the right, in its sole discretion, to suspend
solicitation of offers to purchase the Securities commencing at any time
for any period of time or permanently. Upon receipt of notice from the
Issuer, the Agents will forthwith suspend solicitation of offers to
purchase the Securities from the Issuer until such time as the Issuer has
advised the Agents that such solicitation may be resumed. During any such
suspension, the Issuer's obligations under Sections 6(a), 6(b), 6(c) and
6(d) shall be suspended, except with respect to Notes held by an Agent for
resale during the first 180 days after the Agent's purchase thereof and
identified in a notice from the Agent to the Issuer as being held by such
Agent for resale during such period.
Unless otherwise mutually agreed upon between the Issuer and the
Agent soliciting such offer, the Agents are authorized to solicit offers
to purchase Securities only in fully registered form in denominations of
$1,000 or any multiple thereof. The authorized denominations of Securities
not denominated in U.S. dollars will be determined by the Issuer at the
time of sale. Each Agent shall communicate to the Issuer, orally or in
writing, each reasonable offer to purchase the Securities received by it
as Agent. The Issuer shall have the sole right to accept offers to
purchase the Securities and may reject any such offer, in whole or in
part. Each Agent shall have the right, in its discretion reasonably
exercised, without notice to the Issuer, to reject any offer to purchase
the Securities received by it, in whole or in part, and any such rejection
shall not be deemed a breach of its agreement contained herein.
198531
|
Chase Manhattan
As referenced in this Agency Agreement:
Chase Manhattan Bank, – 1, 1993, as supplemented by the First Supplemental
Indenture thereto dated as of December 15, 1995 (the "Indenture"), between the
Issuer and The Chase Manhattan Bank, as trustee (the "Trustee"). The Securities
will be issued, and the terms thereof established, from time to time by the
Issuer in
_____________
Chase Manhattan Bank, – its
own account. The Notes will be issued pursuant to an Indenture, dated as of
October 1, 1993 between the Issuer and The Chase Manhattan Bank, as trustee (the
"Trustee"), as supplemented by the First Supplemental Indenture thereto dated as
of December 1, 1995 (collectively, the "Indenture"). The
_____________
Chase Manhattan Bank, – the settlement date.
J. The Trustee, upon confirming receipt
of such funds, will wire transfer to
the account of the Issuer maintained
at Chase Manhattan Bank, New York
N.Y., Account of INTERNATIONAL
BUSINESS MACHINES CORPORATION, Cash
Concentration Account , ABA Number
021000021, ACCOUNT NUMBER 323 213
499, in
_____________
dt 102046
;
IBM
As referenced in this Agency Agreement:
international business machines – 1.txt
EXHIBIT 1
Exhibit 1
EXECUTION COPY
$12,107,437,190
International Business Machines Corporation
U.S. Medium-Term Notes
AGENCY AGREEMENT
JUNE 22, 2000
Chase Securities Inc.
international business machines – Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
1. INTRODUCTION. International Business Machines Corporation, a New
York corporation (the "Issuer"), confirms its agreement with each of you
(
ibm – 14 or 15(d) of the Exchange
Act and are not otherwise available on the IBM home page on the Internet,
at "http://www.ibm.com." The Issuer will also
.ibm – are not otherwise available on the IBM home page on the Internet,
at "http://www.ibm .com." The Issuer will also immediately notify each
Agent of any downgrading in the
international business machines – form of telecommunication.
Except as otherwise provided in the Procedures:
To the Issuer:
Notices to International Business Machines Corporation shall be
directed to it in care of the Assistant Treasurer, Operations, New
dt 3423
;
BNY
As referenced in this Agency Agreement:
Bank of New York
– 212-558-2405)
(fax: 212-558-2457)
Morgan Stanley & Co. Incorporated in care of:
The Bank of New York
Dealer Clearance Department
1 Wall Street-3rd Floor-Window 3B
New York, NY 10005
Bank of New York
– the account of Morgan
Stanley & Co. Incorporated
Salomon Smith Barney, Inc., in care of:
The Bank of New York
1 Wall Street-3rd Floor
New York, NY 10005
Attention: Dealer Clearance
The Presenting
Bank of New
York – instructions in a form previously specified by DTC)
to an account at the Federal Reserve Bank of New
York previously specified by
DTC, in funds available for immediate use by DTC,
each payment of
dt 42807
;
|
Cede
As referenced in this Agency Agreement:
Cede & Co – the
Trustee and DTC.
REGISTRATION: Each Global Security will be registered in
the name of Cede & Co ., as nominee for
DTC, on the Securities Register maintained
under the Indenture. The beneficial
dt 39083
;
Chase Securities
As referenced in this Agency Agreement:
Chase Securities Inc – 1
Exhibit 1
EXECUTION COPY
$12,107,437,190
International Business Machines Corporation
U.S. Medium-Term Notes
AGENCY AGREEMENT
JUNE 22, 2000
Chase Securities Inc .
270 Park Avenue
New York, New York 10017-2070
Credit Suisse First Boston Corporation
11 Madison Avenue
5th Floor
New York, New
_____________
Chase Securities Inc – Orchard Road, Mail Stop 329, Armonk,
New York 10504, Attention: Securities Counsel-IBM Corporation (Fax:
914-499-6445).
To the Agents:
Notices to Chase Securities Inc . shall be directed to it at 270 Park
Avenue, 8th Floor, New York, New York, Attention: Medium-Term Note Desk
(Fax: 212-
_____________
CHASE SECURITIES INC – yours,
INTERNATIONAL BUSINESS MACHINES CORPORATION
By: /s/ Cassio A. Calil
--------------------
Title: Assistant Treasurer
CONFIRMED AND ACCEPTED, as of the date first above written:
CHASE SECURITIES INC .
By: /s/ Kevin J. Kulak
------------------
Title: Vice President
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Julie Keogh
---------------
Title: Authorized Signatory
GOLDMAN, SACHS &
_____________
Chase Securities Inc – or More from Date of Issue (the
"Notes") are to be offered on a continuing basis by International Business
Machines Corporation (the "Issuer"). Chase Securities Inc ., Credit Suisse First
Boston Corporation, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner and
Smith Incorporated, Morgan Stanley & Co. Incorporated and Salomon Smith
_____________
Chase Securities Inc – Issuer's agent, for the benefit of the
purchaser only against delivery of a receipt
therefor.
Agents' addresses for delivery of Certificate Notes:
Chase Securities Inc .
55 Water Street
Room 226
New York, New York 10041
Attention: Window 17 or Window 18
(tel: 212-638-6787)
(fax: 212-
_____________
dt 212502
;
More... |
Preview
Full Doc
| 2004 |
Agency Agreement
Agency Agreement (327K)
Doc #229726: Click preview link for longer preview.
AGENCY AGREEMENT
IN RESPECT OF A U.S.$2,000,000,000
EURO MEDIUM TERM NOTE PROGRAM
(AMENDED AND RESTATED)
DATED 27TH MARCH, 2003
CIBA SPECIALTY CHEMICALS PLC
CIBA SPECIALTY CHEMICALS CORPORATION
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
CIBA SPECIALTY CHEMICALS EUROFINANCE LTD.
AS ISSUERS
AND
CIBA SPECIALTY CHEMICALS HOLDING INC.
AS GUARANTOR
AND
JP MORGAN CHASE BANK
AS AGENT
J.P. MORGAN BANK LUXEMBOURG S.A.
AS PAYING AGENT
[ALLEN & OVERY LOGO]
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
CLAUSE PAGE
<S> <C> <C>
1. Definitions and Interpretation.......................................2
2. Appointment of Agent and Paying Agents...............................7
3. Issue of Temporary Global Notes......................................8
4. Determination of Exchange Date, Issue of Permanent Global Notes
and Definitive Notes and Determination of End of Distribution
Compliance Period....................................................9
5. Issue of Definitive Notes...........................................10
6. Terms of Issue......................................................10
7. Payments............................................................11
8. Determinations and Notifications in respect of Notes and Interest
Determination.......................................................13
9. Notice of any Withholding or Deduction..............................15
10. Duties of the Agent in Connection with Early Redemption.............15
11. Receipt and Publication of Notices..................................16
12. Cancellation of Notes, Receipts, Coupons and Talons.................16
13. Issue of Replacement Notes, Receipts, Coupons and Talons............17
14. Copies of Documents available for Inspection........................18
15. Meetings of Noteholders.............................................19
16. Commissions and Expenses............................................19
17. Indemnity...........................................................19
18. Repayment by the Agent..............................................20
19. Conditions of Appointment...........................................20
20. Communication between the Parties...................................21
21. Changes in Agent and other Paying Agents............................21
22. Merger and Consolidation............................................23
23. Notification of Changes to Paying Agents............................23
24. Change of Specified Office..........................................23
25. Notices.............................................................23
26. Taxes and Stamp Duties..............................................24
27. Currency Indemnity..................................................24
28. Amendments..........................................................24
29. Descriptive Headings................................................25
30. Contracts (Rights of Third Parties) Act 1999........................25
31. Governing Law and Submission to Jurisdiction........................25
32. Counterparts........................................................25
APPENDIX
1. Form of Calculation Agency Agreement................................26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULES
<S> <C> <C> <C>
1. Terms and Conditions of the Notes...................................35
2. Forms of Global and Definitive Notes, Receipts, Coupons and Talons..58
Part 1 Form of Temporary Global Note.................................58
Part 2 Form of Permanent Global Note.................................71
Part 3 Form of Definitive Note.......................................80
Part 4 Form of Coupon................................................83
Part 5 Form of Receipt...............................................86
Part 6 Form of Talon.................................................88
3. Form of Deed of Guarantee...........................................91
4. Provisions for Meetings of Noteholders..............................95
5. Form of Put Notice.................................................102
6. Operating & Administrative Procedures Memorandum..................104
Signatories..............................................................127
</TABLE>
<PAGE>
AGENCY AGREEMENT
IN RESPECT OF A
EURO MEDIUM TERM NOTE PROGRAM
THIS AGREEMENT is made on 27th March, 2003 BETWEEN:
(1) CIBA SPECIALTY CHEMICALS CORPORATION of 560 White Plains Road, Tarrytown,
New York 10591-9005, United States (CIBA US);
(2) CIBA SPECIALTY CHEMICALS PLC of Hulley Road, Macclesfield, Cheshire SK10
2NX, England (CIBA UK);
(3) CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH of Chemiestrasse,
D-68623 Lampertheim, Germany (CIBA GERMANY);
(4) CIBA SPECIALTY CHEMICALS EUROFINANCE LTD. of Cedar House, 41 Cedar Avenue,
Hamilton HM12, Bermuda (CIBA BERMUDA);
(5) CIBA SPECIALTY CHEMICALS HOLDING INC. of Klybeckstrasse 141, CH-4002
Basle, Switzerland (the GUARANTOR);
(6) JPMORGAN CHASE BANK of Trinity Tower, 9 Thomas More Street, London E1W 1YT
(the AGENT, which expression shall include any successor agent appointed
in accordance with Clause 21); and
(7) J.P. MORGAN BANK LUXEMBOURG S.A. of 5 Rue Plaetis, L-2338 Luxembourg
(together with the Agent, the PAYING AGENTS, which expression shall
include any additional or successor paying agent appointed in accordance
with Clause 21 and PAYING AGENT shall mean any of the Paying Agents).
WHEREAS:
(A) CIBA US, CIBA UK, CIBA Germany, CIBA Bermuda (each an ISSUER and together,
the ISSUERS) and the Guarantor have entered into an amended and restated
program agreement dated 27th March, 2003 (the PROGRAM AGREEMENT) with the
Dealers named therein pursuant to which the Issuer may issue Euro Medium
Term Notes (the NOTES) in an aggregate nominal amount outstanding at any
time of up to U.S.$2,000,000,000 (or its equivalent in other currencies).
The Program Agreement amends and restates the amended and restated program
agreement entered into by CIBA US, CIBA UK, CIBA Germany, CIBA Bermuda and
the Guarantor dated 27th March, 2002 with the Dealers named therein.
(B) CIBA US, CIBA UK, CIBA Germany, CIBA Bermuda, the Guarantor, the Agent and
the Paying Agents entered into an amended and restated Agency Agreement
(the PRINCIPAL AGENCY AGREEMENT) dated 27th March, 2002 in respect of
U.S.$2,000,000,000 Euro Medium Term Note Program.
(C) This Agreement amends and restates the Principal Agency Agreement. Any
Notes issued on or after the date hereof (other than any such Notes issued
so as to be consolidated and form a single Series with any Notes issued
prior to the date hereof) shall be issued pursuant to this Agreement. This
does not affect any Notes issued prior to the date hereof.
1
<PAGE>
(D) Each issue of Notes will be initially represented by a temporary global
Note exchangeable in whole or in part for definitive Notes or for a
permanent global Note which will be exchangeable as described therein for
definitive Notes.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Terms and expressions defined in the Program Agreement or the Notes or
used in the applicable Pricing Supplement shall have the same meanings in
this Agreement, except where the context requires otherwise or unless
otherwise stated.
1.2 Without prejudice to the foregoing:
CLEARSTREAM, LUXEMBOURG means Clearstream Banking, societe anonyme;
CONDITIONS means, in relation to the Notes of any Series, the terms and
conditions endorsed on or incorporated by reference into or attached to
the Note or Notes constituting such Series, such terms and conditions
being in or substantially in the form set out in Schedule 1 or in such
other form, having regard to the terms of the notes of the relevant
Series, as may be agreed between the relevant Issuer, the Guarantor, the
Agent and the relevant Dealer as modified and supplemented by the Pricing
Supplement applicable to the Notes of the relevant Series;
COUPON means an interest coupon appertaining to a Definitive Note (other
than a Zero Coupon Note), such coupon being:
(a) if appertaining to a Fixed Rate Note, in the form or substantially
in the form set out in Part 4 A of Schedule 2 or in such other form,
having regard to the terms of issue of the Notes of the relevant
Series, as may be agreed between the relevant Issuer, the Guarantor,
the Agent and the relevant Dealer; or
(b) if appertaining to a Floating Rate Note or an Indexed Interest Note,
in the form or substantially in the form set out in Part 4 B of
Schedule 2 or in such other form, having regard to the terms of
issue of the Notes of the relevant Series, as may be agreed between
the relevant Issuer, the Guarantor, the Agent and the relevant
Dealer; or
(c) if appertaining to a Definitive Note which is neither a Fixed Rate
Note nor a Floating Rate Note nor an Indexed Interest Note, in such
form as may be agreed between the relevant Issuer, the Guarantor,
the Agent and the relevant Dealer,
and includes, where applicable, the Talon(s) appertaining thereto and any
replacements for Coupons and Talons issued pursuant to Condition 10;
COUPONHOLDERS means the several persons who are for the time being holders
of the Coupons and shall, unless the context otherwise requires, include
the holders of the Talons;
DEFINITIVE NOTE means a definitive Note issued or, as the case may
require, to be issued by the relevant Issuer in accordance with the
provisions of the Program Agreement or any other agreement between the
relevant Issuer, the Guarantor and the relevant Dealer in exchange for
either a Temporary Global Note or a Permanent Global Note (all as
indicated in the applicable Pricing Supplement), such definitive Note
being in the form or substantially in the form set out in Part 3 of
Schedule 2 with such modifications (if any) as may be agreed between the
229726
|
Chase Manhattan
As referenced in this Agency Agreement:
Chase Manhattan Bank – benefit of the Holders from time to time and for the time being. This
Guarantee shall be deposited with and held by The Chase Manhattan Bank for
the benefit of the Holders until all the obligations of the Guarantor
hereunder have been discharged in full.
9. Production of Guarantee:
_____________
dt 102322
;
ISDA
As referenced in this Agency Agreement:
ISDA – be the Issue Date (but if no date is
specified shall be the Issue Date);
ISDA DEFINITIONS means the 2000 ISDA Definitions, each as amended and
updated as at the Issue
_____________
ISDA – if no date is
specified shall be the Issue Date);
ISDA DEFINITIONS means the 2000 ISDA Definitions, each as amended and
updated as at the Issue Date of the first Tranche
_____________
International Swaps and Derivatives
Association – Date of the first Tranche of Notes of the relevant
Series and published by the International Swaps and Derivatives
Association , Inc.;
ISSUE DATE means the date of issue and purchase of a Note, in
_____________
ISDA – Pricing
Supplement, the principal financial centre for any currency shall be
as provided in the ISDA Definitions.
7.3 The Agent shall ensure that payments of both principal and interest in
_____________
ISDA – Supplement, the principal financial centre for any currency shall be
as provided in the 2000 ISDA Definitions, each as amended and
updated as at the Issue Date of the first Tranche
_____________
dt 75702
;
|
GSI
As referenced in this Agency Agreement:
GOLDMAN SACHS INTERNATIONAL – Street
London EC2N 2DB
Telephone: +44 20 7545 2761
Telex: 94 01 5555 DBLN G
Telefax: +44 20 7541 2761
Attention: MTN Desk
GOLDMAN SACHS INTERNATIONAL
Peterborough Court
133 Fleet Street
London EC4A 2BB
Telephone: +44 20 7774 2295
Telex: 94012165 GSHH G
Telefax: +44 20 7774 5711
_____________
dt 108809
;
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Preview
Full Doc
| 2003 |
Agency Agreement
Agency Agreement (329K)
Doc #229810: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}6
{FILENAME}ex4-4.txt
{DESCRIPTION}AGENCY AGREEMENT IN RE A EURO MEDIUM TERM NOTE
{TEXT}
Exhibit 4.4
AGENCY AGREEMENT
in respect of a
EURO MEDIUM TERM NOTE PROGRAM
THIS AGREEMENT is made on 27th March, 2002 BETWEEN:
(1) CIBA SPECIALTY CHEMICALS CORPORATION of 560 White Plains Road,
Tarrytown, New York 10591-9005, United States ("CIBA US");
(2) CIBA SPECIALTY CHEMICALS PLC of Hulley Road, Macclesfield, Cheshire
SK10 2NX, England ("CIBA UK");
(3) CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH of Chemiestrasse,
D-68623 Lampertheim, Germany ("CIBA Germany");
(4) CIBA SPECIALTY CHEMICALS EUROFINANCE LTD. of Cedar House, 41 Cedar
Avenue, Hamilton HM12, Bermuda ("CIBA Bermuda");
(5) CIBA SPECIALTY CHEMICALS HOLDING INC. of Klybeckstrasse 141, CH-4002
Basle, Switzerland (the "Guarantor");
(6) JPMORGAN CHASE BANK of Trinity Tower, 9 Thomas More Street, London
E1W 1YT (the "Agent", which expression shall include any successor
agent appointed in accordance with clause 21); and
(7) J.P. MORGAN BANK LUXEMBOURG S.A. of 5 Rue Plaetis, L-2338 Luxembourg
(together with the Agent, the "Paying Agents", which expression shall
include any additional or successor paying agent appointed in
accordance with clause 21 and "Paying Agent" shall mean any of the
Paying Agents).
WHEREAS:
(A) CIBA US, CIBA UK, CIBA Germany, CIBA Bermuda (each an "Issuer" and
together, the "Issuers") and the Guarantor have entered into an
amended and restated program agreement dated 27th March, 2002 (the
"Program Agreement") with the Dealers named therein pursuant to which
the Issuer may issue Euro Medium Term Notes (the "Notes") in an
aggregate nominal amount outstanding at any time of up to
U.S.$2,000,000,000 (or its equivalent in other currencies). The
Program Agreement amends and restates the amended and restated
program agreement entered into by CIBA US, CIBA UK, CIBA Germany and
the Guarantor dated 30th March, 2001 with the Dealers named therein.
(B) CIBA US, CIBA UK, CIBA Germany, the Guarantor, the Agent and the
Paying Agents entered into an amended and restated Agency Agreement
(the "Principal Agency Agreement") dated 30th March, 2001 in respect
of U.S.$2,000,000,000 Euro Medium Term Note Program.
{PAGE}
2
(C) This Agreement amends and restates the Principal Agency Agreement.
Any Notes issued on or after the date hereof (other than any such
Notes issued so as to be consolidated and form a single Series with
any Notes issued prior to the date hereof) shall be issued pursuant to
this Agreement. This does not affect any Notes issued prior to the
date hereof.
(D) Each issue of Notes will be initially represented by a temporary
global Note exchangeable in whole or in part for definitive Notes or
for a permanent global Note which will be exchangeable as described
therein for definitive Notes.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
(1) Terms and expressions defined in the Program Agreement or the Notes
or used in the applicable Pricing Supplement shall have the same
meanings in this Agreement, except where the context requires
otherwise or unless otherwise stated.
(2) Without prejudice to the foregoing:
"Clearstream, Luxembourg" means Clearstream Banking, societe anonyme;
"Conditions" means, in relation to the Notes of any Series, the terms
and conditions endorsed on or incorporated by reference into or
attached to the Note or Notes constituting such Series, such terms
and conditions being in or substantially in the form set out in
Schedule 1 or in such other form, having regard to the terms of the
Notes of the relevant Series, as may be agreed between the relevant
Issuer, the Guarantor, the Agent and the relevant Dealer as modified
and supplemented by the Pricing Supplement applicable to the Notes of
the relevant Series;
"Coupon" means an interest coupon appertaining to a Definitive Note
(other than a Zero Coupon Note), such coupon being:
(i) if appertaining to a Fixed Rate Note, in the form or
substantially in the form set out in Part IV A of Schedule 2
or in such other form, having regard to the terms of issue
of the Notes of the relevant Series, as may be agreed
between the relevant Issuer, the Guarantor, the Agent and
the relevant Dealer; or
(ii) if appertaining to a Floating Rate Note or an Indexed
Interest Note, in the form or substantially in the form set
out in Part IV B of Schedule 2 or in such other form, having
regard to the terms of issue of the Notes of the relevant
Series, as may be agreed between the relevant Issuer, the
Guarantor, the Agent and the relevant Dealer; or
(iii) if appertaining to a Definitive Note which is neither a
Fixed Rate Note nor a Floating Rate Note nor an Indexed
Interest Note, in such form as may be agreed between the
relevant Issuer, the Guarantor, the Agent and the relevant
Dealer,
and includes, where applicable, the Talon(s) appertaining thereto and
any replacements for Coupons and Talons issued pursuant to Condition
10;
{PAGE}
3
"Couponholders" means the several persons who are for the time being
holders of the Coupons and shall, unless the context otherwise
requires, include the holders of the Talons;
"Definitive Note" means a definitive Note issued or, as the case may
require, to be issued by the relevant Issuer in accordance with the
provisions of the Program Agreement or any other agreement between
the relevant Issuer, the Guarantor and the relevant Dealer in
exchange for either a Temporary Global Note or a Permanent Global
229810
|
Chase Manhattan
As referenced in this Agency Agreement:
Chase
Manhattan Bank – benefit of the Holders from time to time and for the time
being. This Guarantee shall be deposited with and held by The Chase
Manhattan Bank for the benefit of the Holders until all the
obligations of the Guarantor hereunder have been discharged in full.
{PAGE}
101
9. Production
_____________
dt 102324
;
UBS
As referenced in this Agency Agreement:
UBS AG, – London EC2Y 5AJ
Telephone: +44 20 7779 3469
Telex: 8954804 MGLTD G
Telefax: +44 20 7325 8225
Attention: Euro Medium Term Note Desk
UBS AG, ACTING THROUGH ITS BUSINESS GROUP UBS WARBURG
1 Finsbury Avenue
London EC2M 2PP
Telephone: +44 20 7567 2324
Telex: 887434 UBSW G
_____________
dt 237896
;
|
ISDA
As referenced in this Agency Agreement:
ISDA – be the Issue Date (but if no date is specified shall be the Issue
Date);
"ISDA Definitions" means the 2000 ISDA Definitions, each as amended
and updated as at the Issue
_____________
ISDA – if no date is specified shall be the Issue
Date);
"ISDA Definitions" means the 2000 ISDA Definitions, each as amended
and updated as at the Issue Date of the first Tranche
_____________
International Swaps and
Derivatives Association – Date of the first Tranche of Notes of the
relevant Series and published by the International Swaps and
Derivatives Association , Inc.;
"Issue Date" means the date of issue and purchase of a Note, in
_____________
ISDA
– Pricing Supplement, the principal financial
centre for any currency shall be as provided in the ISDA
Definitions.
(3) The Agent shall ensure that payments of both principal and interest
in
_____________
ISDA – Supplement, the principal financial centre for any currency
shall be as provided in the 2000 ISDA Definitions, each as
amended and updated as at the Issue Date of the first Tranche
_____________
dt 75703
;
GSI
As referenced in this Agency Agreement:
GOLDMAN SACHS INTERNATIONAL – Street
London EC2N 2DB
Telephone: +44 20 7545 2761
Telex: 94 01 5555 DBLN G
Telefax: +44 20 7541 2761
Attention: MTN Desk
GOLDMAN SACHS INTERNATIONAL
Peterborough Court
133 Fleet Street
London EC4A 2BB
Telephone: +44 20 7774 2295
Telex: 94012165 GSHH G
Telefax: +44 20 7774 5711
_____________
dt 108811
;
More... |
Preview
Full Doc
| 2002 |
Agency Agreement [Amended and Restated]
Agency Agreement [Amended and Restated] (310K)
Doc #229865: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}6
{FILENAME}ex4-4.txt
{DESCRIPTION}AGENCY GUARANTEE
{TEXT}
Exhibit 4.4
Dated 30th March, 2001
CIBA SPECIALTY CHEMICALS PLC
CIBA SPECIALTY CHEMICALS CORPORATION
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
as Issuers
- and -
CIBA SPECIALTY CHEMICALS HOLDING INC.
as Guarantor
- and -
THE CHASE MANHATTAN BANK
as Agent
- and -
CHASE MANHATTAN BANK LUXEMBOURG S.A.
as Paying Agent
________________________________________
AGENCY AGREEMENT
in respect of a
U.S.$2,000,000,000
EURO MEDIUM TERM NOTE PROGRAM
(Amended and Restated)
________________________________________
ALLEN & OVERY
London
{PAGE}
CONTENTS
Clause Page
1. Definitions and interpretation...........................................2
2. Appointment of Agent and Paying Agents...................................7
3. Issue of Temporary Global Notes..........................................9
4. Determination of Exchange Date, issue of Permanent Global Notes and
Definitive Notes and determination of end of Distribution Compliance
Period..................................................................10
5. Issue of Definitive Notes...............................................11
6. Terms of Issue..........................................................11
7. Payments................................................................12
8. Determinations and notifications in respect of Notes and
Interest Determination..................................................14
9. Notice of any withholding or deduction..................................16
10. Duties of the Agent in connection with early redemption.................16
11. Receipt and Publication of Notices......................................17
12. Cancellation of Notes, Receipts, Coupons and Talons.....................18
13. Issue of replacement Notes, Receipts, Coupons and Talons................19
14. Copies of documents available for inspection............................20
15. Meetings of Noteholders.................................................20
16. Commissions and expenses................................................21
17. Indemnity...............................................................21
18. Repayment by the Agent..................................................21
19. Conditions of appointment...............................................22
20. Communication between the parties.......................................23
21. Changes in Agent and other Paying Agents................................23
22. Merger and consolidation................................................24
23. Notification of changes to Paying Agents................................25
24. Change of specified office..............................................25
25. Notices.................................................................25
26. Taxes and stamp duties..................................................26
27. Currency indemnity......................................................26
28. Amendments..............................................................26
29. Descriptive headings....................................................27
30. Contracts (Rights of Third Parties) Act 1999............................27
31. Governing law and submission to jurisdiction............................27
32. Counterparts............................................................27
Schedules
Appendix A...................................................................29
Form of Calculation Agency Agreement.........................................29
1. Terms and Conditions of the Notes...................................38
2. Forms of Global and Definitive Notes, Receipts, Coupons and Talons 61
3. Form of Deed of Guarantee...........................................97
4. Provisions for Meetings of Noteholders..............................101
5. Form of Put Notice..................................................108
6. Operating & Administrative Procedures Memorandum....................110
{PAGE}
Signatories..................................................................135
{PAGE}
AGENCY AGREEMENT
in respect of a
EURO MEDIUM TERM NOTE PROGRAM
THIS AGREEMENT is made on 30th March, 2001 BETWEEN:
(1) CIBA SPECIALTY CHEMICALS CORPORATION of 560 White Plains Road, Tarrytown,
New York 10591-9005, United States ("CIBA US");
(2) CIBA SPECIALTY CHEMICALS PLC of Hulley Road, Macclesfield, Cheshire SK10
2NX, England ("CIBA UK");
(3) CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH of Chemiestrasse,
D-68623 Lampertheim, Germany ("CIBA Germany");
(4) CIBA SPECIALTY CHEMICALS HOLDING INC. of Klybeckstrasse 141, CH-4002
Basel, Switzerland (the "Guarantor");
(5) THE CHASE MANHATTAN BANK of Trinity Tower, 9 Thomas More Street, London
E1W 1YT (the "Agent", which expression shall include any successor agent
appointed in accordance with clause 21); and
229865
|
Chase Manhattan
As referenced in this Agency Agreement [Amended and Restated]:
CHASE MANHATTAN BANK
– CHEMICALS PLC
CIBA SPECIALTY CHEMICALS CORPORATION
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
as Issuers
- and -
CIBA SPECIALTY CHEMICALS HOLDING INC.
as Guarantor
- and -
THE CHASE MANHATTAN BANK
as Agent
- and -
CHASE MANHATTAN BANK LUXEMBOURG S.A.
as Paying Agent
________________________________________
AGENCY AGREEMENT
in respect of a
U.S.$2,
_____________
CHASE MANHATTAN BANK – CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
as Issuers
- and -
CIBA SPECIALTY CHEMICALS HOLDING INC.
as Guarantor
- and -
THE CHASE MANHATTAN BANK
as Agent
- and -
CHASE MANHATTAN BANK LUXEMBOURG S.A.
as Paying Agent
________________________________________
AGENCY AGREEMENT
in respect of a
U.S.$2,000,000,000
EURO MEDIUM TERM NOTE
_____________
CHASE MANHATTAN BANK – D-68623 Lampertheim, Germany ("CIBA Germany");
(4) CIBA SPECIALTY CHEMICALS HOLDING INC. of Klybeckstrasse 141, CH-4002
Basel, Switzerland (the "Guarantor");
(5) THE CHASE MANHATTAN BANK of Trinity Tower, 9 Thomas More Street, London
E1W 1YT (the "Agent", which expression shall include any successor agent
appointed in accordance with
_____________
CHASE MANHATTAN BANK – Thomas More Street, London
E1W 1YT (the "Agent", which expression shall include any successor agent
appointed in accordance with clause 21); and
(6) CHASE MANHATTAN BANK LUXEMBOURG S.A. of 5 Rue Plaetis, L-2338 Luxembourg
(together with the Agent, the "Paying Agents", which expression shall
include any additional
_____________
Chase Manhattan Bank – and restated agency agreement (the "Agency Agreement") dated 30th March,
2001 and entered into between the Issuer, the Guarantor, such other
subsidiaries, The Chase Manhattan Bank as Agent (the "Agent" which
expression shall include its successor or successors for the time being
under the Agency Agreement) and the other
_____________
dt 102328
;
UBS
As referenced in this Agency Agreement [Amended and Restated]:
UBS AG, – London EC4Y 0JP
Telephone: 44 20 7779 3469
Telex: 8954804 MGLTD G
Telefax: 44 20 7325 8225
Attention: Euro Medium Term Note Desk
UBS AG, acting through its business group UBS Warburg
1 Finsbury Avenue
London EC2M 2PP
Telephone: 44 20 7567 2324
Telex: 887434 UBSW G
_____________
dt 237898
;
|
ISDA
As referenced in this Agency Agreement [Amended and Restated]:
ISDA – be the
Issue Date (but if no date is specified shall be the Issue Date);
"ISDA DEFINITIONS" mean the 2000 ISDA Definitions, each as amended and
updated as at the Issue
_____________
ISDA – if no date is specified shall be the Issue Date);
"ISDA DEFINITIONS" mean the 2000 ISDA Definitions, each as amended and
updated as at the Issue Date of the first Tranche
_____________
International Swaps and Derivatives
Association – Date of the first Tranche of Notes of the
relevant Series and published by the International Swaps and Derivatives
Association , Inc.;
"ISSUE DATE" means the date of issue and purchase of a Note, in
_____________
ISDA – Pricing
Supplement, the principal financial centre for any currency shall be
as provided in the ISDA Definitions.
(3) The Agent shall ensure that payments of both principal and interest in
respect
_____________
ISDA – Supplement, the principal financial centre for any currency shall be
as provided in the 2000 ISDA Definitions, each as amended and
updated as at the Issue Date of the first Tranche
_____________
dt 75704
;
GSI
As referenced in this Agency Agreement [Amended and Restated]:
GOLDMAN SACHS INTERNATIONAL – Street
London EC2N 2DB
Telephone: 44 20 7545 2761
Telex: 94 01 5555 DBLN G
Telefax: 44 20 7541 2761
Attention: MTN Desk
GOLDMAN SACHS INTERNATIONAL
Peterborough Court
133 Fleet Street
London EC4A 2BB
Telephone: 44 20 7774 2295
Telex: 94012165 GSHH G
Telefax: 44 20 7774 5711
_____________
dt 108813
;
More... |
Preview
Full Doc
| 2002 |
Agency Agreement [Amended and Restated]
Agency Agreement [Amended and Restated] (310K)
Doc #229870: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}6
{FILENAME}ex4-4.txt
{DESCRIPTION}AGENCY AGREEMENT
{TEXT}
Exhibit 4.4
Dated 30th March, 2001
CIBA SPECIALTY CHEMICALS PLC
CIBA SPECIALTY CHEMICALS CORPORATION
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
as Issuers
- and -
CIBA SPECIALTY CHEMICALS HOLDING INC.
as Guarantor
- and -
THE CHASE MANHATTAN BANK
as Agent
- and -
CHASE MANHATTAN BANK LUXEMBOURG S.A.
as Paying Agent
________________________________________
AGENCY AGREEMENT
in respect of a
U.S.$2,000,000,000
EURO MEDIUM TERM NOTE PROGRAM
(Amended and Restated)
________________________________________
ALLEN & OVERY
London
{PAGE}
CONTENTS
Clause Page
1. Definitions and interpretation...........................................2
2. Appointment of Agent and Paying Agents...................................7
3. Issue of Temporary Global Notes..........................................9
4. Determination of Exchange Date, issue of Permanent Global Notes and
Definitive Notes and determination of end of Distribution Compliance
Period..................................................................10
5. Issue of Definitive Notes...............................................11
6. Terms of Issue..........................................................11
7. Payments................................................................12
8. Determinations and notifications in respect of Notes and
Interest Determination..................................................14
9. Notice of any withholding or deduction..................................16
10. Duties of the Agent in connection with early redemption.................16
11. Receipt and Publication of Notices......................................17
12. Cancellation of Notes, Receipts, Coupons and Talons.....................18
13. Issue of replacement Notes, Receipts, Coupons and Talons................19
14. Copies of documents available for inspection............................20
15. Meetings of Noteholders.................................................20
16. Commissions and expenses................................................21
17. Indemnity...............................................................21
18. Repayment by the Agent..................................................21
19. Conditions of appointment...............................................22
20. Communication between the parties.......................................23
21. Changes in Agent and other Paying Agents................................23
22. Merger and consolidation................................................24
23. Notification of changes to Paying Agents................................25
24. Change of specified office..............................................25
25. Notices.................................................................25
26. Taxes and stamp duties..................................................26
27. Currency indemnity......................................................26
28. Amendments..............................................................26
29. Descriptive headings....................................................27
30. Contracts (Rights of Third Parties) Act 1999............................27
31. Governing law and submission to jurisdiction............................27
32. Counterparts............................................................27
Schedules
Appendix A...................................................................29
Form of Calculation Agency Agreement.........................................29
1. Terms and Conditions of the Notes...................................38
2. Forms of Global and Definitive Notes, Receipts, Coupons and Talons 61
3. Form of Deed of Guarantee...........................................97
4. Provisions for Meetings of Noteholders..............................101
5. Form of Put Notice..................................................108
6. Operating & Administrative Procedures Memorandum....................110
{PAGE}
Signatories..................................................................135
{PAGE}
AGENCY AGREEMENT
in respect of a
EURO MEDIUM TERM NOTE PROGRAM
THIS AGREEMENT is made on 30th March, 2001 BETWEEN:
(1) CIBA SPECIALTY CHEMICALS CORPORATION of 560 White Plains Road, Tarrytown,
New York 10591-9005, United States ("CIBA US");
(2) CIBA SPECIALTY CHEMICALS PLC of Hulley Road, Macclesfield, Cheshire SK10
2NX, England ("CIBA UK");
(3) CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH of Chemiestrasse,
D-68623 Lampertheim, Germany ("CIBA Germany");
(4) CIBA SPECIALTY CHEMICALS HOLDING INC. of Klybeckstrasse 141, CH-4002
Basel, Switzerland (the "Guarantor");
(5) THE CHASE MANHATTAN BANK of Trinity Tower, 9 Thomas More Street, London
E1W 1YT (the "Agent", which expression shall include any successor agent
appointed in accordance with clause 21); and
229870
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Chase Manhattan
As referenced in this Agency Agreement [Amended and Restated]:
CHASE MANHATTAN BANK
– CHEMICALS PLC
CIBA SPECIALTY CHEMICALS CORPORATION
CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
as Issuers
- and -
CIBA SPECIALTY CHEMICALS HOLDING INC.
as Guarantor
- and -
THE CHASE MANHATTAN BANK
as Agent
- and -
CHASE MANHATTAN BANK LUXEMBOURG S.A.
as Paying Agent
________________________________________
AGENCY AGREEMENT
in respect of a
U.S.$2,
_____________
CHASE MANHATTAN BANK – CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH
as Issuers
- and -
CIBA SPECIALTY CHEMICALS HOLDING INC.
as Guarantor
- and -
THE CHASE MANHATTAN BANK
as Agent
- and -
CHASE MANHATTAN BANK LUXEMBOURG S.A.
as Paying Agent
________________________________________
AGENCY AGREEMENT
in respect of a
U.S.$2,000,000,000
EURO MEDIUM TERM NOTE
_____________
CHASE MANHATTAN BANK – D-68623 Lampertheim, Germany ("CIBA Germany");
(4) CIBA SPECIALTY CHEMICALS HOLDING INC. of Klybeckstrasse 141, CH-4002
Basel, Switzerland (the "Guarantor");
(5) THE CHASE MANHATTAN BANK of Trinity Tower, 9 Thomas More Street, London
E1W 1YT (the "Agent", which expression shall include any successor agent
appointed in accordance with
_____________
CHASE MANHATTAN BANK – Thomas More Street, London
E1W 1YT (the "Agent", which expression shall include any successor agent
appointed in accordance with clause 21); and
(6) CHASE MANHATTAN BANK LUXEMBOURG S.A. of 5 Rue Plaetis, L-2338 Luxembourg
(together with the Agent, the "Paying Agents", which expression shall
include any additional
_____________
Chase Manhattan Bank – and restated agency agreement (the "Agency Agreement") dated 30th March,
2001 and entered into between the Issuer, the Guarantor, such other
subsidiaries, The Chase Manhattan Bank as Agent (the "Agent" which
expression shall include its successor or successors for the time being
under the Agency Agreement) and the other
_____________
dt 102332
;
UBS
As referenced in this Agency Agreement [Amended and Restated]:
UBS AG, – London EC4Y 0JP
Telephone: 44 20 7779 3469
Telex: 8954804 MGLTD G
Telefax: 44 20 7325 8225
Attention: Euro Medium Term Note Desk
UBS AG, acting through its business group UBS Warburg
1 Finsbury Avenue
London EC2M 2PP
Telephone: 44 20 7567 2324
Telex: 887434 UBSW G
_____________
dt 237900
;
|
ISDA
As referenced in this Agency Agreement [Amended and Restated]:
ISDA – be the
Issue Date (but if no date is specified shall be the Issue Date);
"ISDA DEFINITIONS" mean the 2000 ISDA Definitions, each as amended and
updated as at the Issue
_____________
ISDA – if no date is specified shall be the Issue Date);
"ISDA DEFINITIONS" mean the 2000 ISDA Definitions, each as amended and
updated as at the Issue Date of the first Tranche
_____________
International Swaps and Derivatives
Association – Date of the first Tranche of Notes of the
relevant Series and published by the International Swaps and Derivatives
Association , Inc.;
"ISSUE DATE" means the date of issue and purchase of a Note, in
_____________
ISDA – Pricing
Supplement, the principal financial centre for any currency shall be
as provided in the ISDA Definitions.
(3) The Agent shall ensure that payments of both principal and interest in
respect
_____________
ISDA – Supplement, the principal financial centre for any currency shall be
as provided in the 2000 ISDA Definitions, each as amended and
updated as at the Issue Date of the first Tranche
_____________
dt 75705
;
GSI
As referenced in this Agency Agreement [Amended and Restated]:
GOLDMAN SACHS INTERNATIONAL – Street
London EC2N 2DB
Telephone: 44 20 7545 2761
Telex: 94 01 5555 DBLN G
Telefax: 44 20 7541 2761
Attention: MTN Desk
GOLDMAN SACHS INTERNATIONAL
Peterborough Court
133 Fleet Street
London EC4A 2BB
Telephone: 44 20 7774 2295
Telex: 94012165 GSHH G
Telefax: 44 20 7774 5711
_____________
dt 108815
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Agency Agreement
Agency Agreement (313K)
Doc #229973: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}5
{FILENAME}0005.txt
{DESCRIPTION}AGENCY AGREEMENT
{TEXT}
EXHIBIT 4-4
AGENCY AGREEMENT
in respect of a
EURO MEDIUM TERM NOTE PROGRAM
THIS AGREEMENT is made on 16th June, 2000 BETWEEN:
(1) CIBA SPECIALTY CHEMICALS CORPORATION of 560 White Plains Road, Tarrytown,
New York 10591-9005, United States ("CIBA US");
(2) CIBA SPECIALTY CHEMICALS PLC of Hulley Road, Macclesfield, Cheshire SK10
2NX, England ("CIBA UK");
(3) CIBA SPEZIALITATENCHEMIE HOLDING DEUTSCHLAND GMBH of Chemiestrasse, D-68623
Lampertheim, Germany ("CIBA Germany");
(4) CIBA SPECIALTY CHEMICALS HOLDING INC. of Klybeckstrasse 141, CH-4002 Basle,
Switzerland (the "Guarantor");
(5) THE CHASE MANHATTAN BANK of Trinity Tower, 9 Thomas More Street, London E1
9YT (the "Agent", which expression shall include any successor agent
appointed in accordance with clause 21); and
(6) CHASE MANHATTAN BANK LUXEMBOURG S.A. of 5 Rue Plaetis, L-2338 Luxembourg
(together with the Agent, the "Paying Agents", which expression shall
include any additional or successor paying agent appointed in accordance
with clause 21 and "Paying Agent" shall mean any of the Paying Agents).
WHEREAS:
(A) CIBA US, CIBA UK, CIBA Germany (each an "Issuer" and together, the
"Issuers") and the Guarantor have entered into an amended and restated
program agreement dated 16th June, 2000 (the "Program Agreement") with the
Dealers named therein pursuant to which the Issuer may issue Euro Medium
Term Notes (the "Notes") in an aggregate nominal amount outstanding at any
time of up to U.S.$2,000,000,000 (or its equivalent in other currencies).
The Program Agreement amends and restates the amended and restated program
agreement entered into by CIBA US, CIBA UK, CIBA Germany, Ciba Specialty
Chemicals Investment Ltd. and the Guarantor dated 9th July, 1999 with the
Dealers named therein.
(B) CIBA US, CIBA UK, CIBA Germany, Ciba Specialty Chemicals Investment Ltd.,
the Guarantor, the Agent and the Paying Agents (the "Principal Parties")
entered into an amended and restated Agency Agreement (the "Principal
Agency Agreement") dated 9th July, 1999 in respect of U.S.$2,000,000,000
Euro Medium Term Note Program.
{PAGE}
2
(C) This Agreement amends and restates the Principal Agency Agreement. Any
Notes issued on or after the date hereof (other than any such Notes issued
so as to be consolidated and form a single Series with any Notes issued
prior to the date hereof) shall be issued pursuant to this Agreement. This
does not affect any Notes issued prior to the date hereof.
(D) Each issue of Notes will be initially represented by a temporary global
Note exchangeable in whole or in part for definitive Notes or for a
permanent global Note which will be exchangeable as described therein for
definitive Notes.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
(1) Terms and expressions defined in the Program Agreement or the Notes or used
in the applicable Pricing Supplement shall have the same meanings in this
Agreement, except where the context requires otherwise or unless otherwise
stated.
(2) Without prejudice to the foregoing:
"Clearstream, Luxembourg" means Clearstream Banking, societe anonyme;
"Conditions " means, in relation to the Notes of any Series, the terms and
conditions endorsed on or incorporated by reference into or attached to the
Note or Notes constituting such Series, such terms and conditions being in
or substantially in the form set out in Schedule 1 or in such other form,
having regard to the terms of the Notes of the relevant Series, as may be
agreed between the relevant Issuer, the Guarantor, the Agent and the
relevant Dealer as modified and supplemented by the Pricing Supplement
applicable to the Notes of the relevant Series;
"Coupon" means an interest coupon appertaining to a Definitive Note (other
than a Zero Coupon Note), such coupon being:
(i) if appertaining to a Fixed Rate Note, in the form or substantially in
the form set out in Part IV A of Schedule 2 or in such other form,
having regard to the terms of issue of the Notes of the relevant
Series, as may be agreed between the relevant Issuer, the Guarantor,
the Agent and the relevant Dealer; or
(ii) if appertaining to a Floating Rate Note or an Indexed Interest Note,
in the form or substantially in the form set out in Part IV B of
Schedule 2 or in such other form, having regard to the terms of issue
of the Notes of the relevant Series, as may be agreed between the
relevant Issuer, the Guarantor, the Agent and the relevant Dealer; or
(iii) if appertaining to a Definitive Note which is neither a Fixed Rate
Note nor a Floating Rate Note nor an Indexed Interest Note, in such
form as may be agreed between the relevant Issuer, the Guarantor, the
Agent and the relevant Dealer,
and includes, where applicable, the Talon(s) appertaining thereto and any
replacements for Coupons and Talons issued pursuant to Condition 10;
{PAGE}
3
"Couponholders " means the several persons who are for the time being
holders of the Coupons and shall, unless the context otherwise requires,
include the holders of the Talons;
"Definitive Note" means a definitive Note issued or, as the case may
require, to be issued by the relevant Issuer in accordance with the
provisions of the Program Agreement or any other agreement between the
relevant Issuer, the Guarantor and the relevant Dealer in exchange for
either a Temporary Global Note or a Permanent Global Note (all as indicated
in the applicable Pricing Supplement), such definitive Note being in the
form or substantially in the form set out in Part III of Schedule 2 with
such modifications (if any) as may be agreed between the relevant Issuer,
229973
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Chase Manhattan
As referenced in this Agency Agreement:
CHASE MANHATTAN BANK – D-68623
Lampertheim, Germany ("CIBA Germany");
(4) CIBA SPECIALTY CHEMICALS HOLDING INC. of Klybeckstrasse 141, CH-4002 Basle,
Switzerland (the "Guarantor");
(5) THE CHASE MANHATTAN BANK of Trinity Tower, 9 Thomas More Street, London E1
9YT (the "Agent", which expression shall include any successor agent
appointed in accordance with
_____________
CHASE MANHATTAN BANK – Thomas More Street, London E1
9YT (the "Agent", which expression shall include any successor agent
appointed in accordance with clause 21); and
(6) CHASE MANHATTAN BANK LUXEMBOURG S.A. of 5 Rue Plaetis, L-2338 Luxembourg
(together with the Agent, the "Paying Agents", which expression shall
include any additional
_____________
Chase Manhattan Bank – and
restated agency agreement (the "Agency Agreement") dated 16th June, 2000
and entered into between the Issuer, the Guarantor, such other
subsidiaries, The Chase Manhattan Bank as Agent (the "Agent" which
expression shall include its successor or successors for the time being
under the Agency Agreement) and the other
_____________
Chase Manhattan Bank
– in civil and commercial matters
signed at Brussels on 27th September, 1968.
[Name of Luxembourg incorporated Calculation Agent]
By:
{PAGE}
39
AGENT
The Chase Manhattan Bank
Trinity Tower
9 Thomas More Street
London E1 9YT
PAYING AGENT
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338
_____________
Chase Manhattan Bank – Luxembourg incorporated Calculation Agent]
By:
{PAGE}
39
AGENT
The Chase Manhattan Bank
Trinity Tower
9 Thomas More Street
London E1 9YT
PAYING AGENT
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338 Luxembourg
and/or such other or further Agent and other or further Paying Agents and/
_____________
dt 102336
;
UBS
As referenced in this Agency Agreement:
UBS AG, – London EC4Y 0JP
Telephone: 44 20 7779 3469
Telex: 8954804 MGLTD G
Telefax: 44 20 7325 8225
Attention: Euro Medium Term Note Desk
UBS AG, acting through its financial services group UBS Warburg
1 Finsbury Avenue
London EC2M 2PP
Telephone: 44 20 7567 2479
Telex: 887434 WDR
_____________
dt 237902
;
|
ISDA
As referenced in this Agency Agreement:
ISDA – be the
Issue Date (but if no date is specified shall be the Issue Date);
"ISDA Definitions " mean the 1991 ISDA Definitions (as supplemented by the
1998 Supplement and the 1998
_____________
ISDA – if no date is specified shall be the Issue Date);
"ISDA Definitions " mean the 1991 ISDA Definitions (as supplemented by the
1998 Supplement and the 1998 ISDA Euro Definitions), each as
_____________
ISDA – Definitions " mean the 1991 ISDA Definitions (as supplemented by the
1998 Supplement and the 1998 ISDA Euro Definitions), each as amended and
updated as at the Issue Date of the first
_____________
International Swaps and Derivatives
Association – Date of the first Tranche of Notes of the relevant
Series and published by the International Swaps and Derivatives
Association , Inc.;
"Issue Date" means the date of issue and purchase of a Note, in
_____________
ISDA – Pricing Supplement, the principal financial
centre for any currency shall be as provided in the ISDA Definitions.
(3) The Agent shall ensure that payments of both principal and interest in
respect
_____________
dt 75706
;
GSI
As referenced in this Agency Agreement:
GOLDMAN SACHS INTERNATIONAL – LONDON
Winchester House
1 Great Winchester Street
London EC2N 2DB
Telephone: 44 20 7545 8000
Telefax: 44 20 7541 2761
Attention: MTN Desk
GOLDMAN SACHS INTERNATIONAL
133 Fleet Street
London EC4A 2BB
Telephone: 44 20 7774 2295
Telex: 94012165 GSHH G
Telefax: 44 20 7774 5711
Attention: Euro
_____________
dt 108817
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Agency Agreement
Agency Agreement (128K)
Doc #233146: Click preview link for longer preview.
HEWLETT-PACKARD COMPANY
$1,500,000,000
MEDIUM-TERM NOTES, SERIES B, DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
AGENCY AGREEMENT
DECEMBER 6, 2002
Salomon Smith Barney Inc.
390 Greenwich Street
New York, NY 10013
Banc of America Securities LLC
Bank of America Corporate
Center
NCI-007-07-01
100 North Tryon Street
Charlotte, NC 28255
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, NY 10019
Credit Suisse First Boston
Corporation
Eleven Madison Avenue
New York, NY 10010
Deutsche Bank Securities Inc.
31 West 52nd Street
New York, NY 10019
. . .
233146
|
Chase Manhattan
As referenced in this Agency Agreement:
Chase Manhattan Bank, – as supplemented to the date hereof (the "Senior Indenture"), between the Issuer and J.P. Morgan Trust Company, National Association, as successor to Chase Manhattan Bank, National Association, as trustee (the "Trustee"). The Notes shall have the maturity ranges, annual interest rates, redemption provisions, if any and other
_____________
Chase Manhattan Bank, – the settlement date.
J.
The Trustee, upon confirming receipt of such funds, will wire transfer to the account of the Issuer maintained at Chase Manhattan Bank, New York (Swift Code: CHASUS33) for the account of Hewlett-Packard Company, ABA Number 021 000 021, Account Number 9102409530, in immediately
_____________
dt 102356
;
Hewlett-Packard
As referenced in this Agency Agreement:
HEWLETT-PACKARD – EXHIBIT 4.3
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 4.3
HEWLETT-PACKARD COMPANY
$1,500,000,000
MEDIUM-TERM NOTES, SERIES B, DUE NINE MONTHS OR
Hewlett-Packard – Group, L.P.
650 Fifth Avenue
New York, NY 10019
Ladies and Gentlemen:
1. Introduction. Hewlett-Packard Company, a Delaware corporation (the "Issuer"), confirms its agreement with each of you (individually
Hewlett-Packard – Procedures, all notices shall be sent to them at the following addresses:
To the Issuer:
Hewlett-Packard Company
3000 Hanover Street
MS1042
Palo Alto, California 94304
Attn: Assistant Treasurer
Fax (650)
Hewlett-Packard – California 94304
Attn: Assistant Treasurer
Fax (650) 852-8412
with a copy to:
General Counsel
Hewlett-Packard Company
3000 Hanover Street
MS1056
Palo Alto, California 94304
Fax (650) 857-4392
17
HEWLETT-PACKARD – indicate your acceptance hereof in the space provided for that purpose below.
Very truly yours,
HEWLETT-PACKARD COMPANY
By:
/s/ CHARLES N. CHARNAS
Charles N. Charnas
Vice President, Deputy General Counsel
dt 51656
;
HSBC Securities
As referenced in this Agency Agreement:
HSBC Securities (USA) Inc – 10010
Deutsche Bank Securities Inc.
31 West 52nd Street
New York, NY 10019
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
HSBC Securities (USA) Inc .
452 Fifth Avenue
New York, NY 10018
J.P. Morgan Securities Inc.
270 Park Avenue
New York, NY 10017
Merrill Lynch, Pierce,
_____________
HSBC Securities (USA) Inc – 10010
Deutsche Bank Securities Inc.
31 West 52nd Street
New York, NY 10019
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
HSBC Securities (USA) Inc .
452 Fifth Avenue
New York, NY 10018
J.P. Morgan Securities Inc.
270 Park Avenue
New York, NY 10017
Merrill Lynch, Pierce,
_____________
HSBC Securities (USA) Inc – s/ GOLDMAN, SACHS & COMPANY
Title:
Managing Director
Title:
By:
/s/ MATTHEW EASTWICK
J.P. Morgan Securities Inc.
Title:
Director
By:
/s/ CARL MEHLDAU
HSBC Securities (USA) Inc .
Title:
Vice President
By:
/s/ ROB GELNAW
Scotia Capital (USA) Inc.
Title:
Senior Vice President
By:
/s/ FRANK PINON
Merrill Lynch, Pierce,
_____________
HSBC Securities (USA) Inc – Barney Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc ., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA) Inc. and The Williams Capital Group, L.P.
_____________
HSBC Securities (USA) Inc – 10010
Deutsche Bank Securities Inc.
31 West 52nd Street
New York, NY 10019
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
HSBC Securities (USA) Inc .
452 Fifth Avenue
New York, NY 10018
J.P. Morgan Securities Inc.
270 Park Avenue
New York, NY 10017
Merrill Lynch, Pierce,
_____________
dt 317302
;
|
BofA Securities
As referenced in this Agency Agreement:
Banc of America Securities – OR MORE FROM THE DATE OF ISSUE
AGENCY AGREEMENT
DECEMBER 6, 2002
Salomon Smith Barney Inc.
390 Greenwich Street
New York, NY 10013
Banc of America Securities LLC
Bank of America Corporate
Center
NCI-007-07-01
100 North Tryon Street
Charlotte, NC 28255
BNP Paribas Securities Corp.
787 Seventh
_____________
Banc of America Securities – Palo Alto, California 94304
Fax (650) 857-4392
17
To the Agents:
Salomon Smith Barney Inc.
390 Greenwich Street
New York, NY 10013
Banc of America Securities LLC
Bank of America Corporate
Center
NCI-007-07-01
100 North Tryon Street
Charlotte, NC 28255
BNP Paribas Securities Corp.
Attn. FI
_____________
Banc of America Securities – Charnas
Vice President, Deputy General Counsel and Assistant Secretary
CONFIRMED AND ACCEPTED, as of
the date first above written:
Salomon Smith Barney Inc.
Banc of America Securities LLC
By:
/s/ CRAIG KRINBRING
By:
/s/ MICHAEL G. CANN
Title:
Vice President
Title:
Vice President
BNP Paribas Securities Corp.
Credit Suisse First
_____________
Banc of America Securities – issue date (the "Notes") are to be offered from time to time by Hewlett-Packard Company (the "Issuer") and Salomon Smith Barney Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P.
_____________
Banc of America Securities – a receipt therefor.
B-6
Agents' Addresses
For Delivery of
Certificated Notes:
Salomon Smith Barney Inc.
390 Greenwich Street
New York, NY 10013
Banc of America Securities LLC
Bank of America Corporate Center
NCI-007-07-01 100
North Tryon Street
Charlotte, NC 28255
BNP Paribas Securities Corp.
Attn. FI
_____________
dt 94037
;
BNY
As referenced in this Agency Agreement:
Bank of New York – instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in immediately available funds, each payment of principal (together with interest
dt 43748
;
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Agency Agreement
Agency Agreement (160K)
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$1,500,000,000
Hewlett-Packard Company
Medium-Term Notes, Series A, Due Nine Months or More from the Date of Issue
AGENCY AGREEMENT
May 16, 2001
{TABLE}
{S} {C} {C}
J.P. Morgan Securities Inc. ABN AMRO Incorporated Banc of America Securities LLC
270 Park Avenue 1325 Avenue of the Americas, Bank of America Corporate Center
New York, NY 10017 10th Floor NCI-007-07-01
New York, NY 10019 100 North Tryon Street
Bear, Stearns & Co. Inc. Charlotte, NC 28255
245 Park Avenue Credit Suisse First Boston
New York, NY 10167 Corporation
Eleven Madison Avenue Deutsche Banc Alex. Brown Inc.
Goldman, Sachs & Co. New York, NY 10010 31 West 52nd Street
85 Broad Street New York, NY 10019
New York, NY 10004 HSBC Securities (USA) Inc.
452 Fifth Avenue Merrill Lynch, Pierce, Fenner &
Morgan Stanley & Co. New York, NY 10018 Smith Incorporated
Incorporated 4 World Financial Center
1585 Broadway Salomon Smith Barney Inc. New York, NY 10080
New York, NY 10036 390 Greenwich Street
New York, NY 10013 The Williams Capital Group, L.P.
650 Fifth Avenue
New York, NY 10019
{/TABLE}
Ladies and Gentlemen:
1. Introduction. Hewlett-Packard Company, a Delaware corporation (the
------------
"Issuer"), confirms its agreement with each of you (individually an "Agent" and
collectively the "Agents") with respect to the issue and sale from time to time
by the Issuer on or after the date hereof of up to $1,500,000,000 in aggregate
initial offering price of its Medium-Term Notes, Series A, Due Nine Months or
More from the Date of Issue (or for Medium-Term Notes, Series A, Due Nine Months
or More from the Date of Issue, denominated in currencies or currency units
other than U.S. dollars, the equivalent thereof based on the prevailing exchange
rates at the respective times such Medium-Term Notes, Series A Due Nine Months
or More from the Date of Issue are first offered) (the "Notes") as set forth
herein.
On the basis of the representations and warranties contained herein but
subject to the terms and conditions stated herein and to the reservation by the
Issuer of the right to sell Notes directly to investors (other than broker-
dealers who have not executed this Agreement or otherwise agreed to the terms
contained herein) on its own behalf, the Issuer hereby (i) appoints each of the
Agents as an agent of the Issuer for the purpose of soliciting offers to
purchase the Notes from the Issuer and (ii) agrees that, except as otherwise
1
{PAGE}
contemplated herein, whenever it determines to sell Notes directly to any of the
Agents as principal for resale to others, it will enter into a separate
agreement, which may be a written agreement, substantially in the form of
Exhibit A hereto or an oral agreement confirmed in writing by such Agent (each a
"Terms Agreement") relating to such sale in accordance with Section 3(f) hereof.
The terms and rights of the Notes shall be as specified in or established
pursuant to the Senior Debt Securities Indenture, dated as of June 1, 2000, as
supplemented to the date hereof (the "Senior Indenture"), between the Issuer
and Chase Manhattan Bank and Trust Company, National Association, as trustee
(the "Trustee"). The Notes shall have the maturity ranges, annual interest
rates, redemption provisions, if any and other terms set forth in the Prospectus
referred to below as it may be amended or supplemented from time to time by the
Issuer in accordance with the Senior Indenture and the Procedures (as defined
below) or as otherwise agreed upon and, if applicable, will be specified in a
related Terms Agreement.
2. Representations and Warranties of the Issuer. The Issuer represents
--------------------------------------------
and warrants to, and agrees with, the Agents that as of the Closing Date, each
Representation Date, each Time of Delivery and each date on which the Issuer
accepts an offer to purchase Notes from an Agent as follows:
(a) The registration statement of the Issuer (No. 333-30786) relating
to securities of the Issuer (collectively the "Registered Securities"),
including the Notes, has been filed with the Securities and Exchange
Commission (the "Commission") and has become effective and no stop order
suspending the effectiveness of the Registration Statement has been issued
and no proceeding for that purpose has been instituted or, to the knowledge
of the Issuer, threatened (such registration statement, as amended as of
the Closing Date (as defined in Section 3(e) hereof), including all
material incorporated by reference therein, being hereinafter collectively
referred to as the "Registration Statement" and the related prospectus
included in such Registration Statement, as supplemented as of the Closing
Date, including all material incorporated by reference therein, being
hereinafter referred to as the "Prospectus"). Any reference in this
Agreement to amending or supplementing the Prospectus shall be deemed to
include the filing of materials incorporated by reference in the Prospectus
after the Closing Date and any reference in this Agreement to any amendment
or supplement to the Prospectus shall be deemed to include any such
materials incorporated by reference in the Prospectus after the Closing
Date.
(b) (i) On the effective date of the Registration Statement (the
"Effective Date"), such Registration Statement complied, and on the Closing
Date the Prospectus as then amended or supplemented will comply in all
material respects with the applicable requirements of the Securities Act of
1933 (the "Act") and the rules thereunder; (ii) on the Effective Date and
on the Closing Date the Senior Indenture did or will comply in all material
respects with the requirements of the Trust Indenture Act of 1939 (the
"Trust Indenture Act") and the rules thereunder; (iii) on the Effective
Date the Registration Statement did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and
(iv) on the Effective Date, the date of any filing pursuant to Rule 424(b)
and on the Closing Date, the Prospectus did not or will not include any
untrue statement of a material fact or omit to state any material fact
necessary, in order to make the statements, in the light of the
circumstances under which they were made, not misleading; except that the
foregoing clauses (iii) and (iv) do not apply to statements in or omissions
from any of such documents based upon written information furnished to the
Issuer by any Agent specifically for use therein or that part of the
Registration Statement which shall constitute the Statement of Eligibility
and Qualification (Form T-1) under the Trust Indenture Act of the Trustee.
233888
|
Chase Manhattan
As referenced in this Agency Agreement:
Chase Manhattan Bank – Senior Debt Securities Indenture, dated as of June 1, 2000, as
supplemented to the date hereof (the "Senior Indenture"), between the Issuer
and Chase Manhattan Bank and Trust Company, National Association, as trustee
(the "Trustee"). The Notes shall have the maturity ranges, annual interest
rates, redemption provisions, if any
_____________
Chase
Manhattan Bank – account specified by the Issuer in immediately
available funds.
Senior Indenture:
Senior Indenture, dated as of June 1, 2000, between the Issuer and Chase
Manhattan Bank and Trust Company, National Association, as Trustee.
Time and Date of Delivery:
Closing Location for Delivery of Notes:
Maturity:
Interest Rate/Formula:
[%]
Interest
_____________
Chase Manhattan Bank – pursuant to an
Indenture, dated as of June 1, 2000, with respect to Senior Debt Securities (the
"Senior Indenture"), between the Issuer and Chase Manhattan Bank and Trust
Company, National Association, as trustee (the "Trustee"). The Notes will rank
equally with all other unsecured senior debt securities of the
_____________
Chase Manhattan Bank
– currency is other
than U.S. dollars, the applicable exchange rate for such
specified currency.
10. The exchange rate agent, if other than Chase Manhattan Bank
and Trust Company, National Association, and the exchange
rate determination date, if applicable.
11. Issue price.
12. Presenting Agent's commission.
13.
_____________
Chase
Manhattan Bank, – B-16
{PAGE}
J. The Trustee, upon confirming receipt of such funds, will wire
transfer to the account of the Issuer maintained at Chase
Manhattan Bank, New York, N.Y., Account of Hewlett-Packard
Company, ABA Number 021000021, Account Number 9102409530, in
immediately available funds in the amount
_____________
dt 102368
;
Bear, Stearns
As referenced in this Agency Agreement:
Bear, Stearns & Co. – Bank of America Corporate Center
New York, NY 10017 10th Floor NCI-007-07-01
New York, NY 10019 100 North Tryon Street
Bear, Stearns & Co. Inc. Charlotte, NC 28255
245 Park Avenue Credit Suisse First Boston
New York, NY 10167 Corporation
Eleven Madison Avenue Deutsche Banc Alex.
_____________
Bear, Stearns & Co. – Street
Fax: (212) 834-6702 Attn: Legal Dept. Charlotte, NC 28255
Fax: (212) 258-1592 Attn: MTN Product Management
Fax: (704) 388-9939
Bear, Stearns & Co. Inc. Credit Suisse First Boston Deutsche Banc Alex. Brown Inc.
245 Park Avenue Corporation 31 West 52nd Street
New York, NY 10167
_____________
Bear, Stearns & Co. – President
-----------------------------------
ABN AMRO Incorporated
By: /s/ Judith A. Lawson
--------------------------------------
Title: Managing Director
-----------------------------------
Banc of America Securities LLC
By: /s/ Lily Chang
--------------------------------------
Title: Principal
-----------------------------------
Bear, Stearns & Co. Inc.
By: /s/ Kelly Millet
--------------------------------------
Title: Senior Managing Director
-----------------------------------
Credit Suisse First Boston Corporation
By: /s/ Helena M. Willner
--------------------------------------
Title: Director
-----------------------------------
Deutsche
_____________
Bear,
Stearns & Co. – Agency Agreement"), between the Issuer on the one hand and J.P. Morgan
Securities Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Bear,
Stearns & Co. Inc., Credit Suisse First Boston Corporation, Deutsche Banc Alex.
Brown, Goldman, Sachs & Co., HSBC Securities (USA) Inc., Merrill Lynch, Pierce,
Fenner & Smith
_____________
Bear, Stearns & Co. – from time to time by Hewlett-Packard
Company (the "Issuer"). J.P. Morgan Securities Inc., ABN AMRO Incorporated, Banc
of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Deutsche Banc Alex. Brown Inc., Goldman, Sachs & Co., HSBC
Securities (USA) Inc., Merrill Lynch, Pierce, Fenner &
_____________
dt 106797
;
Hewlett-Packard
As referenced in this Agency Agreement:
Hewlett-Packard – AGENCY AGREEMENT, DATED MAY 16, 2001
{TEXT}
{PAGE}
Exhibit 4.3
$1,500,000,000
Hewlett-Packard Company
Medium-Term Notes, Series A, Due Nine Months or More from the Date
Hewlett-Packard – L.P.
650 Fifth Avenue
New York, NY 10019
{/TABLE}
Ladies and Gentlemen:
1. Introduction. Hewlett-Packard Company, a Delaware corporation (the
------------
"Issuer"), confirms its agreement with each of you (individually
Hewlett-Packard – be sent to
them at the following addresses:
To the Issuer:
18
{PAGE}
Notices to Hewlett-Packard Company shall be directed to it at Hewlett-
Packard Company, 3000 Hanover Street, MS:
Hewlett-
Packard – the Issuer:
18
{PAGE}
Notices to Hewlett-Packard Company shall be directed to it at Hewlett-
Packard Company, 3000 Hanover Street, MS: 20BLC, Palo Alto, California 94304;
attention of the Assistant Treasurer,
Hewlett-Packard – of the Assistant Treasurer, fax (650) 852-8412, with a copy to the
General Counsel, Hewlett-Packard Company, 3000 Hanover Street, MS20-BQ, Palo
Alto, California 94304, fax (650) 857-4392.
dt 52062
;
|
HSBC Securities
As referenced in this Agency Agreement:
HSBC Securities (USA) Inc – Inc.
Goldman, Sachs & Co. New York, NY 10010 31 West 52nd Street
85 Broad Street New York, NY 10019
New York, NY 10004 HSBC Securities (USA) Inc .
452 Fifth Avenue Merrill Lynch, Pierce, Fenner &
Morgan Stanley & Co. New York, NY 10018 Smith Incorporated
Incorporated 4 World Financial Center
1585
_____________
HSBC Securities (USA) Inc – 212) 272-6227 Attn: Short and Medium Term Syndicate Desk
Note Finance Fax: (212)469-7875
Fax: (212) 743-5825
Goldman, Sachs & Co. HSBC Securities (USA) Inc . Merrill Lynch, Pierce, Fenner &
85 Broad Street 452 Fifth Avenue Smith Incorporated
New York, NY 10004 New York, NY 10018 4 World
_____________
HSBC Securities (USA) Inc – s/ Reuben Daniels
--------------------------------------
Title: Managing Director
------------------------------------
By: /s/ John A. Kneebone
---------------------------------------
Title: Associate
------------------------------------
22
{PAGE}
Goldman, Sachs & Co.
By: /s/ Goldman, Sachs & Co.
-------------------------------------
HSBC Securities (USA) Inc .
By: /s/ John Campo
-------------------------------------
Title: Managing Director
----------------------------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: /s/ Scott O. Primrose
-------------------------------------
Title: Authorized Signatory
----------------------------------
Morgan
_____________
HSBC Securities (USA) Inc – AMRO Incorporated, Banc of America Securities LLC, Bear,
Stearns & Co. Inc., Credit Suisse First Boston Corporation, Deutsche Banc Alex.
Brown, Goldman, Sachs & Co., HSBC Securities (USA) Inc ., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc., and The Williams Capital Group, L.P., (the "
_____________
HSBC
Securities (USA) Inc – Incorporated, Banc
of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Deutsche Banc Alex. Brown Inc., Goldman, Sachs & Co., HSBC
Securities (USA) Inc ., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., The Williams
Capital Group, L.P., as agents (
_____________
dt 317304
;
BofA Securities
As referenced in this Agency Agreement:
Banc of America Securities – More from the Date of Issue
AGENCY AGREEMENT
May 16, 2001
{TABLE}
{S} {C} {C}
J.P. Morgan Securities Inc. ABN AMRO Incorporated Banc of America Securities LLC
270 Park Avenue 1325 Avenue of the Americas, Bank of America Corporate Center
New York, NY 10017 10th Floor NCI-007-07-
_____________
Banc of America Securities – Palo
Alto, California 94304, fax (650) 857-4392.
To the Agents:
{TABLE}
{S} {C} {C}
J.P. Morgan Securities Inc. ABN AMRO Incorporated Banc of America Securities LLC
270 Park Avenue, 9/th/ Floor 1325 Avenue of the Americas, Bank of America Corporate Center
New York, NY 10017 10th Floor
_____________
Banc of America Securities – P. Morgan Securities Inc.
By: /s/ Kevin J. Kulak
--------------------------------------
Title: Vice President
-----------------------------------
ABN AMRO Incorporated
By: /s/ Judith A. Lawson
--------------------------------------
Title: Managing Director
-----------------------------------
Banc of America Securities LLC
By: /s/ Lily Chang
--------------------------------------
Title: Principal
-----------------------------------
Bear, Stearns & Co. Inc.
By: /s/ Kelly Millet
--------------------------------------
Title: Senior Managing Director
-----------------------------------
Credit Suisse First Boston
_____________
Banc of America Securities – Agreement, dated May__, 2001 (the
"Agency Agreement"), between the Issuer on the one hand and J.P. Morgan
Securities Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Bear,
Stearns & Co. Inc., Credit Suisse First Boston Corporation, Deutsche Banc Alex.
Brown, Goldman, Sachs & Co., HSBC Securities (USA) Inc., Merrill Lynch,
_____________
Banc
of America Securities – Notes") are to be offered from time to time by Hewlett-Packard
Company (the "Issuer"). J.P. Morgan Securities Inc., ABN AMRO Incorporated, Banc
of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Deutsche Banc Alex. Brown Inc., Goldman, Sachs & Co., HSBC
Securities (USA) Inc., Merrill
_____________
dt 94049
;
More... |
Preview
Full Doc
| 2001 |
Agency Agreement
Agency Agreement (67K)
Doc #284831: Click preview link for longer preview.
AGENCY AGREEMENT
AGENCY AGREEMENT, dated as of March 2, 2001 (this "Agreement"), between
---------
IMMUNEX REAL ESTATE TRUST 2001, a Delaware business trust (the "Lessor"), and
------
IMMUNEX CORPORATION, a Washington corporation (the "Construction Agent").
------------------
Preliminary Statement
---------------------
A. The Lessor and Lessee are parties to the Lease, pursuant to which
Lessee has agreed to lease the Property from the Lessor.
B. The Lessor and Lessee are also parties to that certain Participation
Agreement, dated as of the date hereof (as amended or otherwise modified from
time to time, the "Participation Agreement"), among Immunex Corporation, Immunex
-----------------------
Funding Corp., as SPC, Wilmington Trust Company, not in its individual capacity
except as set forth therein, but solely as Trustee, the Lessor, the financial
institutions listed on Schedule II thereto as Investors, the financial
institutions listed on Schedule I thereto as Banks, The Chase Manhattan Bank, as
Administrative Agent, Collateral Agent and Agent Bank.
C. Subject to the terms and conditions hereof, (i) the Lessor desires to
appoint the Construction Agent as its sole and exclusive agent in connection
with the acquisition of the construction of the Improvements in accordance with
the Plans and Specifications and (ii) the Construction Agent desires, for the
benefit of the Lessor, to cause the construction of the Improvements in
accordance with the Plans and Specifications as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. Capitalized terms used and not defined herein shall have
-----------------
the meanings assigned thereto in Annex A to the Participation Agreement; and the
rules of interpretation set forth in Annex A to the Participation Agreement
shall apply to this Agreement.
{PAGE}
SECTION 2. APPOINTMENT OF CONSTRUCTION AGENT
2.1 Appointment and Acceptance. Subject to the terms and conditions hereof
------------------------------
and of the Participation Agreement and Lease, the Lessor hereby irrevocably
designates and appoints the Construction Agent as its exclusive agent in
connection with construction of the Improvements in accordance with the Plans
and Specifications. The Construction Agent hereby accepts the designation and
appointment as construction agent and agrees to perform such functions and
duties as set forth herein.
2.2 Term. This Agreement shall commence on the date hereof and shall
--------
terminate with respect to the Property upon the earlier to occur of:
(i) the Completion Date;
(ii) the termination of this Agreement pursuant to Section 5 hereof
and the satisfaction by the Construction Agent of all obligations
hereunder; and
(iii) the exercise by the Construction Agent of the Purchase Option
set forth in Section 20.1 of the Lease;
provided, however, that any termination of this Agreement shall not relieve the
-------- -------
Construction Agent for liability for breach hereof.
2.3 Scope of Authority. (a) The Lessor hereby expressly authorizes the
----------------------
Construction Agent to, and the Construction Agent shall, take all action
necessary or desirable for the construction of the Improvements in accordance
with the Plans and Specifications and the Budget and to fulfill all of the
obligations of the Construction Agent, including, without limitation:
(i) the right to approve payment of all invoices for services and
materials related to the development, design, construction and equipping of
the Improvements, and to submit Requisitions under the SPC Loan Agreement
and the Participation Agreement and to receive the proceeds of Advances
under the SPC Loan Agreement and to receive the same directly from the
Administrative Agent provided, however, the Construction Agent shall not
-------- -------
incur any expenses in excess of an amount equal to the sum of the SPC Loan
Commitments plus the Investors Contribution Commitment without the express
written consent of the Lessor;
(ii) all design and supervisory functions relating to the
construction of the Improvements and performing all engineering work
related to the construction of the Improvements;
(iii) negotiating and entering into all contracts or arrangements for
the construction of the Improvements, development of infrastructure
relating thereto, and the procurement of the equipment necessary to
construct the Improvements on such terms and conditions as are customary
and reasonable in light of local standards and practices;
-2-
{PAGE}
(iv) obtaining all necessary permits, licenses, consents, approvals
and other authorizations, including those required under applicable
Environmental Laws, from all Governmental Authorities in connection with
the development and construction of the Improvements substantially in
accordance with the Plans and Specifications;
(v) maintaining all books and records with respect to the
construction, operation and management of the Property;
(vi) contesting any mechanics' or materialmen's lien and
prosecuting all other permitted contest rights of Lessee under Section 13.1
of the Lease during the Construction Period;
(vii) performing those actions permitted to be performed by the
Lessee under Section 12.2 of the Lease during the Construction Period;
(viii) bringing or defending any claims or seeking resolution of any
disputes arising from the Construction Agent's performance of the foregoing
obligations;
(ix) performing any other acts necessary in connection with
construction and development of the Improvements in accordance with the
Plans and Specifications;
(x) submitting Requisitions to the Administrative Agent under the
Participation Agreement and receiving the proceeds of Advances; and
(xi) maintaining the insurance required pursuant to Section 6
hereof.
(b) Neither the Construction Agent nor any of its Affiliates or agents
shall, without the written consent of the Lessor, enter into any contract which
would, directly or indirectly, impose any liability or obligation on the Lessor,
any Bank or the Administrative Agent beyond the liability or obligations
permitted under the Operative Agreements, and each such contract shall be non-
recourse to Lessor, the Banks and the Administrative Agent in accordance with
Section 30.6 of the Lease.
(c) Subject to the terms and conditions of this Agreement, the
Construction Agent shall have sole management and control over the construction
means, methods, sequences and procedures with respect to the construction of the
Improvements.
2.4 Delegation of Duties. The Construction Agent may execute any of its
-------------------------
duties under this Agreement by or through agents, contractors, employees or
attorneys-in-fact and may enter into agreements with architects and contractors
for the purpose of so delegating such duties; provided that no such delegation
shall limit or reduce in any way the Construction Agent's duties and obligations
under this Agreement.
2.5 Covenants of the Construction Agent. The Construction Agent hereby
----------------------------------------
covenants and agrees that it will:
-3-
{PAGE}
(a) cause construction of the Improvements to be prosecuted diligently and
continuously in accordance with the Plans and Specifications and in compliance
with all Legal Requirements and Insurance Requirements (except where the failure
to comply with Legal Requirements and Insurance Requirements is not material);
(b) cause the Completion Date to occur on or prior to the Outside
284831
|
Chase Manhattan
As referenced in this Agency Agreement:
Chase Manhattan Bank, – the Lessor, the financial
institutions listed on Schedule II thereto as Investors, the financial
institutions listed on Schedule I thereto as Banks, The Chase Manhattan Bank, as
Administrative Agent, Collateral Agent and Agent Bank.
C. Subject to the terms and conditions hereof, (i) the Lessor desires to
appoint
_____________
dt 210726
;
|
Wilmington Trust
As referenced in this Agency Agreement:
Wilmington Trust Co – the date hereof (as amended or otherwise modified from
time to time, the "Participation Agreement"), among Immunex Corporation, Immunex
-----------------------
Funding Corp., as SPC, Wilmington Trust Co mpany, not in its individual capacity
except as set forth therein, but solely as Trustee, the Lessor, the financial
institutions listed on Schedule
_____________
Wilmington Trust Co – with prompt written notice of such,
including a true copy of all written materials received by Lessor relating
thereto.
8.9 Liability of Wilmington Trust Co mpany. It is expressly understood
-----------------------------------------
and agreed by the parties hereto that (i) except as specifically provided for in
this Agreement, this Agreement
_____________
Wilmington Trust
Co – and agreed by the parties hereto that (i) except as specifically provided for in
this Agreement, this Agreement is executed and delivered by Wilmington Trust
Co mpany not individually or personally but solely as trustee of the Trust, in
the exercise of the powers and authority conferred and vested
_____________
Wilmington Trust Co – and authority conferred and vested in it, (ii) each
of the representations, undertakings and agreements herein made on the part of
Lessor or Wilmington Trust Co mpany, as the case may be, is made and intended not
as personal representations, undertakings and agreements by Wilmington Trust
Company but is
_____________
Wilmington Trust
Co – of
Lessor or Wilmington Trust Company, as the case may be, is made and intended not
as personal representations, undertakings and agreements by Wilmington Trust
Co mpany but is made and intended for the purpose of binding only the Lessor,
(iii) except as specifically provided for in this Agreement
_____________
dt 216522
|
Preview
Full Doc
| 2006 |
Agency Agreement
Agency Agreement (276K)
Doc #2271910: Click preview link for longer preview.
Dated 21 July 2006
PEPSICO, INC.
as Issuer
JPMORGAN CHASE BANK, N.A.
as Agent
J.P. MORGAN BANK LUXEMBOURG S.A.
as Paying Agent
AGENCY AGREEMENT
(amended and restated)
in respect of a U.S.$2,500,000,000
EURO MEDIUM TERM NOTE
PROGRAMME
CONTENTS
CLAUSE
PAGE
1. . . .
2271910
|
Chase Manhattan
As referenced in this Agency Agreement:
Chase Manhattan Bank) – made on 21 July 2006
BETWEEN:
(1)
PEPSICO, INC. of 700 Anderson Hill Road, Purchase, New York 10577 (the Issuer);
(2)
JPMORGAN CHASE BANK, N.A. (previously known as The Chase Manhattan Bank) of Trinity Tower, 9 Thomas More Street, London E1W 1YT (the Agent, which expression shall include any successor agent appointed in accordance with Clause 21); and
(3)
J.P.
_____________
Chase Manhattan Bank – London E1W 1YT (the Agent, which expression shall include any successor agent appointed in accordance with Clause 21); and
(3)
J.P. MORGAN BANK LUXEMBOURG S.A. (previously known as Chase Manhattan Bank Luxembourg S.A.) of 6 route de Treves, L-2633 Senningerberg, Luxembourg (together with the Agent, the Paying Agents, which expression shall include any additional or successor paying agent appointed
_____________
dt 1428881
;
PepsiCo
As referenced in this Agency Agreement:
PEPSICO, INC – Agency Agreement dated July 21, 2006
EX-4.1 3 dex41.htm AGENCY AGREEMENT DATED JULY 21, 2006
Exhibit 4.1
Dated 21 July 2006
PEPSICO, INC .
as Issuer
JPMORGAN CHASE BANK, N.A.
as Agent
J.P. MORGAN BANK LUXEMBOURG S.A.
as Paying Agent
AGENCY AGREEMENT
(amended and restated)
in respect of a U.
_____________
PEPSICO, INC – III
SCHEDULE 4
IX
PROVISIONS FOR MEETINGS OF NOTEHOLDERS
IX
SCHEDULE 5
XVII
FORM OF PUT NOTICE
XVII
Page 3
THIS AGREEMENT is made on 21 July 2006
BETWEEN:
(1)
PEPSICO, INC . of 700 Anderson Hill Road, Purchase, New York 10577 (the Issuer);
(2)
JPMORGAN CHASE BANK, N.A. (previously known as The Chase Manhattan Bank) of Trinity Tower, 9 Thomas
_____________
PEPSICO, INC – and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
Page 34
APPENDIX
FORM OF CALCULATION AGENCY AGREEMENT
Dated [ ]
PEPSICO, INC .
U.S. $2,500,000,000
EURO MEDIUM TERM NOTE PROGRAMME
CALCULATION AGENCY AGREEMENT
THIS AGREEMENT is made on [ ]
BETWEEN
(1) PepsiCo, Inc. of 700 Anderson Hill Road, Purchase,
_____________
PepsiCo, Inc – APPENDIX
FORM OF CALCULATION AGENCY AGREEMENT
Dated [ ]
PEPSICO, INC.
U.S. $2,500,000,000
EURO MEDIUM TERM NOTE PROGRAMME
CALCULATION AGENCY AGREEMENT
THIS AGREEMENT is made on [ ]
BETWEEN
(1) PepsiCo, Inc . of 700 Anderson Hill Road, Purchase, New York 10577 (the Issuer); and
(2) [ ] of [ ] (the Calculation Agent, which expression shall include its successor or successors for the time being
_____________
PepsiCo, Inc – year first above written.
Page 41
Schedule 1 to the Calculation Agency Agreement
Series number
Issue Date
Maturity Date
Title and
Nominal
Amount
Annotation by
Calculation
Agent/Issuer
Page 42
PepsiCo, Inc .
700 Anderson Hill Road
Purchase
New York 10577
U.S.A
Telex No:
62848 PEPSICO
Telefax No:
914 253 2017
Attention:
Treasurer
By:
[Name and address of Calculation Agent]
_____________
dt 1563789
;
|
ISDA
As referenced in this Agency Agreement:
ISDA – of Interest payable from time to time in respect of Floating Rate Notes and Indexed Interest Notes will be determined in the manner specified in the applicable Final Terms.
(A)
ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the
_____________
ISDA – in respect of Floating Rate Notes and Indexed Interest Notes will be determined in the manner specified in the applicable Final Terms.
(A)
ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period
_____________
ISDA – in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), ISDA Rate for an Interest Period
_____________
ISDA – Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Agent or other person specified in the applicable Final Terms
_____________
ISDA – an interest rate swap transaction if the Agent or that other person were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2000 ISDA Definitions, each as amended and updated as at the Issue Date of the first Tranche of the Notes, published by the International Swaps and Derivatives Association, Inc. (the ISDA
_____________
dt 1603310
;
JPMorgan Chase
As referenced in this Agency Agreement:
JPMORGAN CHASE BANK, – Agency Agreement dated July 21, 2006
EX-4.1 3 dex41.htm AGENCY AGREEMENT DATED JULY 21, 2006
Exhibit 4.1
Dated 21 July 2006
PEPSICO, INC.
as Issuer
JPMORGAN CHASE BANK, N.A.
as Agent
J.P. MORGAN BANK LUXEMBOURG S.A.
as Paying Agent
AGENCY AGREEMENT
(amended and restated)
in respect of a U.S.$2,500,000,000
_____________
JPMORGAN CHASE BANK, – OF PUT NOTICE
XVII
Page 3
THIS AGREEMENT is made on 21 July 2006
BETWEEN:
(1)
PEPSICO, INC. of 700 Anderson Hill Road, Purchase, New York 10577 (the Issuer);
(2)
JPMORGAN CHASE BANK, N.A. (previously known as The Chase Manhattan Bank) of Trinity Tower, 9 Thomas More Street, London E1W 1YT (the Agent, which expression shall include any successor agent appointed
_____________
JPMorgan Chase Bank, – B) The Notes will be issued subject to and with the benefit of the amended and restated Agency Agreement dated 2006 (the Agency Agreement) and entered into between the Issuer, JPMorgan Chase Bank, N.A. as Agent (the Agent which expression shall include its successor or successors for the time being under the Agency Agreement) and the other parties, named therein.
NOW
_____________
JPMorgan Chase Bank, – restated Agency Agreement (the Agency Agreement which expression shall include such agreement as it may be amended or modified from time to time) dated 2006, and made among the Issuer, JPMorgan Chase Bank, London Branch as issuing and principal paying agent and agent bank (the Agent, which expression shall include any successor agent specified in the applicable Final Terms) and the other
_____________
JPMorgan Chase Bank, – be construed as a reference to that agreement as the same may be amended, supplemented or restated from time to time) dated 21 July 2006 and made between the Issuer, JPMorgan Chase Bank, N.A. (the Agent) and the Paying Agents named therein.
If the applicable Final Terms indicate that this Global Note is intended to be a New Global Note, the
_____________
dt 1409851
|
Preview
Full Doc
| 2006 |
Agency Agreement
Agency Agreement (276K)
Doc #2572949: Click preview link for longer preview.
Dated 21 July 2006
PEPSICO, INC.
as Issuer
JPMORGAN CHASE BANK, N.A.
as Agent
J.P. MORGAN BANK LUXEMBOURG S.A.
as Paying Agent
AGENCY AGREEMENT
(amended and restated)
in respect of a U.S.$2,500,000,000
EURO MEDIUM TERM NOTE
PROGRAMME
CONTENTS
CLAUSE
PAGE
1. . . .
2572949
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Chase Manhattan
As referenced in this Agency Agreement:
Chase Manhattan Bank) – made on 21 July 2006
BETWEEN:
(1)
PEPSICO, INC. of 700 Anderson Hill Road, Purchase, New York 10577 (the Issuer);
(2)
JPMORGAN CHASE BANK, N.A. (previously known as The Chase Manhattan Bank) of Trinity Tower, 9 Thomas More Street, London E1W 1YT (the Agent, which expression shall include any successor agent appointed in accordance with Clause 21); and
(3)
J.P.
_____________
Chase Manhattan Bank – London E1W 1YT (the Agent, which expression shall include any successor agent appointed in accordance with Clause 21); and
(3)
J.P. MORGAN BANK LUXEMBOURG S.A. (previously known as Chase Manhattan Bank Luxembourg S.A.) of 6 route de Treves, L-2633 Senningerberg, Luxembourg (together with the Agent, the Paying Agents, which expression shall include any additional or successor paying agent appointed
_____________
dt 1667290
;
PepsiCo
As referenced in this Agency Agreement:
PEPSICO, INC – Agency Agreement dated July 21, 2006
EX-4.1 4 dex41.htm AGENCY AGREEMENT DATED JULY 21, 2006
Exhibit 4.1
Dated 21 July 2006
PEPSICO, INC .
as Issuer
JPMORGAN CHASE BANK, N.A.
as Agent
J.P. MORGAN BANK LUXEMBOURG S.A.
as Paying Agent
AGENCY AGREEMENT
(amended and restated)
in respect of a U.
_____________
PEPSICO, INC – III
SCHEDULE 4
IX
PROVISIONS FOR MEETINGS OF NOTEHOLDERS
IX
SCHEDULE 5
XVII
FORM OF PUT NOTICE
XVII
Page 3
THIS AGREEMENT is made on 21 July 2006
BETWEEN:
(1)
PEPSICO, INC . of 700 Anderson Hill Road, Purchase, New York 10577 (the Issuer);
(2)
JPMORGAN CHASE BANK, N.A. (previously known as The Chase Manhattan Bank) of Trinity Tower, 9 Thomas
_____________
PEPSICO, INC – and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
Page 34
APPENDIX
FORM OF CALCULATION AGENCY AGREEMENT
Dated [ ]
PEPSICO, INC .
U.S. $2,500,000,000
EURO MEDIUM TERM NOTE PROGRAMME
CALCULATION AGENCY AGREEMENT
THIS AGREEMENT is made on [ ]
BETWEEN
(1) PepsiCo, Inc. of 700 Anderson Hill Road, Purchase,
_____________
PepsiCo, Inc – APPENDIX
FORM OF CALCULATION AGENCY AGREEMENT
Dated [ ]
PEPSICO, INC.
U.S. $2,500,000,000
EURO MEDIUM TERM NOTE PROGRAMME
CALCULATION AGENCY AGREEMENT
THIS AGREEMENT is made on [ ]
BETWEEN
(1) PepsiCo, Inc . of 700 Anderson Hill Road, Purchase, New York 10577 (the Issuer); and
(2) [ ] of [ ] (the Calculation Agent, which expression shall include its successor or successors for the time being
_____________
PepsiCo, Inc – year first above written.
Page 41
Schedule 1 to the Calculation Agency Agreement
Series number
Issue Date
Maturity Date
Title and
Nominal
Amount
Annotation by
Calculation
Agent/Issuer
Page 42
PepsiCo, Inc .
700 Anderson Hill Road
Purchase
New York 10577
U.S.A
Telex No:
62848 PEPSICO
Telefax No:
914 253 2017
Attention:
Treasurer
By:
[Name and address of Calculation Agent]
_____________
dt 1641809
;
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ISDA
As referenced in this Agency Agreement:
ISDA – of Interest payable from time to time in respect of Floating Rate Notes and Indexed Interest Notes will be determined in the manner specified in the applicable Final Terms.
(A)
ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the
_____________
ISDA – in respect of Floating Rate Notes and Indexed Interest Notes will be determined in the manner specified in the applicable Final Terms.
(A)
ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period
_____________
ISDA – in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), ISDA Rate for an Interest Period
_____________
ISDA – Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Agent or other person specified in the applicable Final Terms
_____________
ISDA – an interest rate swap transaction if the Agent or that other person were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2000 ISDA Definitions, each as amended and updated as at the Issue Date of the first Tranche of the Notes, published by the International Swaps and Derivatives Association, Inc. (the ISDA
_____________
dt 1670609
;
JPMorgan Chase
As referenced in this Agency Agreement:
JPMORGAN CHASE BANK, – Agency Agreement dated July 21, 2006
EX-4.1 4 dex41.htm AGENCY AGREEMENT DATED JULY 21, 2006
Exhibit 4.1
Dated 21 July 2006
PEPSICO, INC.
as Issuer
JPMORGAN CHASE BANK, N.A.
as Agent
J.P. MORGAN BANK LUXEMBOURG S.A.
as Paying Agent
AGENCY AGREEMENT
(amended and restated)
in respect of a U.S.$2,500,000,000
_____________
JPMORGAN CHASE BANK, – OF PUT NOTICE
XVII
Page 3
THIS AGREEMENT is made on 21 July 2006
BETWEEN:
(1)
PEPSICO, INC. of 700 Anderson Hill Road, Purchase, New York 10577 (the Issuer);
(2)
JPMORGAN CHASE BANK, N.A. (previously known as The Chase Manhattan Bank) of Trinity Tower, 9 Thomas More Street, London E1W 1YT (the Agent, which expression shall include any successor agent appointed
_____________
JPMorgan Chase Bank, – B) The Notes will be issued subject to and with the benefit of the amended and restated Agency Agreement dated 2006 (the Agency Agreement) and entered into between the Issuer, JPMorgan Chase Bank, N.A. as Agent (the Agent which expression shall include its successor or successors for the time being under the Agency Agreement) and the other parties, named therein.
NOW
_____________
JPMorgan Chase Bank, – restated Agency Agreement (the Agency Agreement which expression shall include such agreement as it may be amended or modified from time to time) dated 2006, and made among the Issuer, JPMorgan Chase Bank, London Branch as issuing and principal paying agent and agent bank (the Agent, which expression shall include any successor agent specified in the applicable Final Terms) and the other
_____________
JPMorgan Chase Bank, – be construed as a reference to that agreement as the same may be amended, supplemented or restated from time to time) dated 21 July 2006 and made between the Issuer, JPMorgan Chase Bank, N.A. (the Agent) and the Paying Agents named therein.
If the applicable Final Terms indicate that this Global Note is intended to be a New Global Note, the
_____________
dt 1696212
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Agreement
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<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-17.txt
<DESCRIPTION>EXHIBIT 10.17
<TEXT>
<PAGE>
Exhibit 10.17
AGREEMENT ("Agreement") made as of this day of April, 2003,
between Nocopi Technologies, Inc., a Maryland corporation having a principal
place of business at 537 Apple Street, West Conshohocken, Pennsylvania 19428
("Nocopi") and Euro-Nocopi, S.A., a societe anonyme registered with the Paris
Company Registry under the number B 395 113 335 ("Euro") having a principal
place of business at 61, rue Jean Jaures, ZAC Des Clotais, 91160, Champlan,
France.
Recitals
A. The parties entered into a written agreement dated June 10,
1994 (the "License Agreement"), a copy of which agreement (as originally
executed) is annexed hereto as Exhibit A, and a copy of which as hereby amended,
and referred to hereinafter sometimes as the "Amended and Restated License
Agreement" is attached hereto as Exhibit M; and
B. The parties entered into a written agreement dated July 17,
1997 (the "1997 Settlement Agreement"), a copy of which agreement is annexed
hereto as Exhibit B; and
C. Certain disputes have arisen between the parties regarding
their respective rights and obligations under the License Agreement and under
The 1997 Settlement Agreement as a result of which the parties are presently
adversaries in an arbitration proceeding before the American Arbitration
Association in New York City under Case # 50-T133-00107-01 ("Arbitration
Proceeding") and
D. The parties, without acknowledging fault, wrongdoing or
liability whatsoever, desire to settle all controversies, claims, causes of
action and disagreements which as of the date hereof exist, or may exist,
between and among them and wish to discontinue the Arbitration Proceeding with
prejudice, it being the intent of the parties that the only legally enforceable
contractual obligations between them from the date hereof shall be the terms,
provisions and covenants contained in this Agreement and the Amended and
Restated License Agreement.
AGREEMENT
In consideration of the mutual promises and agreements herein
contained and the good and valuable consideration set forth below, the parties
agree as follows:
1. Recitals. The Recitals are incorporated herein by
reference, constitute representations of the parties and are a material part of
this Agreement.
<PAGE>
2. Mutual Releases. (a) Except for the obligations of this
Agreement and the Amended and Restated License Agreement executed
contemporaneously herewith accruing on and after the Closing, Nocopi, for
itself, its officers, directors, employees, and agents hereby releases, remises,
acquits and forever discharges Euro, Euro's officers, directors, and employees,
of and from any and all actions, causes of action, claims, suits, demands,
debts, dues, obligations, accounts, contracts, agreements, controversies,
rights, judgments, damages, losses, costs, expenses, fees, attorneys fees,
sanctions, executions, liabilities, obligations and any and all other
liabilities of any kind whatsoever, either in law or equity, whether known or
unknown, fixed or contingent, suspected or unsuspected, which against any of
them Nocopi now has or may have, on or before the date of this Agreement.
(b) Except for the obligations of this Agreement and
the Amended and Restated License Agreement executed contemporaneously herewith
accruing on and after the Closing, Euro, for itself, its officers, directors,
and employees, hereby releases, remises, acquits and forever discharges Nocopi,
its officers, directors, former directors, affiliates, employees, and agents of
and from any and all actions, causes of action, claims, suits, demands, debts,
dues, obligations, accounts, contracts, agreements, controversies, rights,
judgments, damages, losses, costs, expenses, fees, attorneys fees, sanctions,
executions, liabilities, obligations and any and all other liabilities of any
kind whatsoever, either in law or equity, whether known or unknown, fixed or
contingent, suspected or unsuspected, which against any of them Euro now has or
may have, on or before the date of this Agreement.
3. Dismissal of Arbitration With Prejudice. At Closing,
counsel for the parties shall execute the Stipulation and Order of Dismissal
attached as Exhibit C and made a part hereof dismissing the Arbitration with
prejudice which shall promptly thereafter be filed by counsel for Nocopi with
the American Arbitration Association with copies delivered by facsimile to the
members of the arbitral panel.
4. Closing; Closing Date. "Closing" shall refer to the
delivery and payment of monies and exchange of executed documents required
herein. Closing shall take place at the offices of Euro's attorney, Edward B.
Safran, Esquire, 6th Floor, 770 Lexington Ave., New York, NY on the date of the
delivery of fully executed counterparts hereof by each party to the other, and
not later than April __, 2003, at 10 AM (the "Closing Date").
5. Euro's Performances.
(a) At Closing, Euro shall remit to Hangley Aronchick
Segal & Pudlin, as attorneys, by attorney escrow check drawn on an escrow
account maintained by Edward B. Safran, or, at Nocopi's option, by wire transfer
to an account designated in writing by said attorneys, the sum of Nine Hundred
Thousand (US$900,000) Dollars (the "Initial Payment") for the benefit of Nocopi.
(b) At Closing, Euro shall remit by wire transfer for
the benefit of Nocopi subject to the provisions of this Agreement, in escrow
nevertheless, to Edward B. Safran, Esq., as Escrow Agent, the sum of Two Hundred
Thousand (US$200,000) Dollars, to be used and disbursed pursuant to the
provisions of this Agreement, and Mr. Safran shall deliver to Nocopi an
acknowledgement that he has received such funds and holds them under and subject
to the terms and conditions of this Agreement.
<PAGE>
(c) At Closing, Euro shall deliver to Nocopi or its
designee, and Nocopi shall deliver to Euro or its designee, such duly executed
documents in the form or forms attached as Exhibit D, as are necessary and
sufficient (i) to terminate with prejudice the proceedings initiated before the
Paris Tribunal de Grande Instance (the "Shareholder Proceeding") by writ of
summons dated March 13, 2001, by certain of Euro's current and/or former
shareholders (the "Shareholder Proceeding Plaintiffs"), Groupama-Vie, Maison
Antoine Baud, Courcoux Bouvet, Vitali Maritime Corporation, Mizebourne
Investment Corporation, Greenacres Enterprises, Inc., ING Ferri, Banque Finama,
Guernroy Limited, Fiduciare Suisse, Banque Privee Saint Dominique and Philippe
Patrimoine against Norman Gardner, Ray Mundt, William Drake, Esquire, Joel
Pinsky, Esquire, and Michael Feinstein, M.D., Westvaco Brand Security, Inc.,
Westvaco Corporation, and Stanley G. Hart (the "Shareholder Proceeding
Defendants"), and (ii) to release all claims of each Shareholder Proceeding
Plaintiff against all Shareholder Proceeding Defendants, and all claims of each
Shareholder Proceeding Defendant against each Shareholder Proceeding Plaintiff
if any, to the extent they were actually asserted in the Shareholder Proceeding
or could have been asserted based upon the commencement of the Shareholder
Proceeding against such Shareholder Proceeding Defendant. Without limiting the
221270
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Chase Manhattan
As referenced in this Agreement:
Chase Manhattan Bank – depository with
whom the escrow is maintained. The escrow shall be maintained in an IOLA account
regularly maintained by the Escrow Agent with Chase Manhattan Bank or in an
interest bearing account or Certificate(s) of Deposit issued by such bank. Any
interest earned on the escrow fund shall
_____________
dt 102265
;
Ford Motor
As referenced in this Agreement:
Ford Motor
Co – By way of example,
Volvo does not do business as a single integrated concern with Ford Motor
Co mpany and Procter & Gamble (US) is distinct from Procter & Gamble (Europe)].
Accordingly the headquarters or
Ford Motor
Co – of Volvo is, for the purposes
hereof, different from the headquarters and executive offices of Ford Motor
Co mpany, and the headquarters or executive offices of Procter & Gamble (US) is
different from the
dt 65203
;
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Nocopi
As referenced in this Agreement:
nocopi technologies, – gt;
Exhibit 10.17
AGREEMENT ("Agreement") made as of this day of April, 2003,
between Nocopi Technologies, Inc., a Maryland corporation having a principal
place of business at 537 Apple Street,
nocopi technologies – with Ohle (or her organization) pursuant to which she may be
authorized to provide the Nocopi Technologies and related products and supplies
to certain of her German customers as a sales agent
nocopi technologies – applications
filed by Nocopi for any such Patents, in either case, covering or affecting the
Nocopi Technologies (collectively, the "European Patents"). Nocopi hereby grants
to Euro the right, under the Amended
nocopi technologies, – permitted to be given
under this Agreement will be addressed as follows:
If to Nocopi: Nocopi Technologies, Inc.
537 Apple Street
West Conshocken, PA 19428
Attention: President
with a copy to:
nocopi technologies, – parties hereto have executed this
Agreement as of the day and year first above written.
Nocopi Technologies, Inc. Euro-Nocopi, S.A.
By: By:
-------------------------------- -------------------------------------
Michael Feinstein, CEO Michel de Beaumont, Liquidateur
-----------------------------------
dt 19245
;
Euro-Nocopi, S.A.
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