Full Doc
 | 2004 |
Prentiss Properties Reports Results of Operations for Second Quarter 2004
Prentiss Properties Reports Results of Operations for Second Quarter 2004 (36K)
Doc #265748: This document is immediately available for purchase, but does not have a preview available for viewing.
Tuesday, July 13, 2004
PRENTISS PROPERTIES REPORTS RESULTS OF OPERATIONS FOR SECOND QUARTER 2004
Dallas, July 13, 2004 ? Prentiss Properties Trust (NYSE: PP), a real estate investment trust (REIT) which focuses on office property ownership and development in select markets, today announced results for the second quarter of 2004. The following summarizes the results for the quarter ended June 30, 2004:
?
For the second quarter 2004, the Company reported net income of $18.8 million, or $.37 per common share (diluted), compared to . . .
265748
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Exxon Mobil
As referenced in this Prentiss Properties Reports Results of Operations for Second Quarter 2004:
Exxon – California.
2)
Fujitsu Ten Corp. executed a 79,416 square foot, 5-year lease renewal at Pacific Gateway Center in Torrance, California.
3)
Exxon Mobil Corporation executed a 46,989 square foot, 1-year lease renewal at 8280 Willow Oaks Corporate Drive in Fairfax, Virginia.
4)
_____________
Mobil – 2)
Fujitsu Ten Corp. executed a 79,416 square foot, 5-year lease renewal at Pacific Gateway Center in Torrance, California.
3)
Exxon Mobil Corporation executed a 46,989 square foot, 1-year lease renewal at 8280 Willow Oaks Corporate Drive in Fairfax, Virginia.
4)
The
_____________
dt 163816
;
|
Prentiss
As referenced in this Prentiss Properties Reports Results of Operations for Second Quarter 2004:
Prentiss Properties Trust – PRESS RELEASE
Exhibit 99.1
Tuesday, July 13, 2004
PRENTISS PROPERTIES REPORTS RESULTS OF OPERATIONS FOR SECOND QUARTER 2004
Dallas, July 13, 2004 Prentiss Properties Trust (NYSE: PP), a real estate investment trust (REIT) which focuses on office property ownership and development in select markets, today announced results
_____________
Prentiss Properties Trust – a newly constructed 69,000 square foot Class A Office project within the highly desirable Rancho Bernardo submarket of San Diego County, California.
Prentiss Properties Trust 2ND Quarter 2004 Earnings Release
July 13, 2004
Page 2 of 8
During the second quarter of 2004, the Company closed on the
_____________
Prentiss Properties Trust – located on Central Expressway and Haskell Street just north of downtown Dallas and east of the Uptown/Turtle Creek submarket. The building is
Prentiss Properties Trust 2ND Quarter 2004 Earnings Release
July 13, 2004
Page 3 of 8
currently 85 percent leased. The acquisition price for the building of $
_____________
Prentiss Properties Trust – when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, development activities, general and
Prentiss Properties Trust 2nd Quarter 2004 Earnings Release
July 13, 2004
Page 4 of 8
administrative expenses, and interest costs, providing perspective not immediately apparent from
_____________
Prentiss Properties Trust – July 14, 2004 conference call. Instructions for accessing the conference call can be found in the Additional Information section of this press release.
Prentiss Properties Trust 2ND Quarter 2004 Earnings Release
July 13, 2004
Page 5 of 8
Portfolio Performance
Office portfolio occupancy stood at 89.5 percent at
_____________
dt 174034
|
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Full Doc
| 2001 |
Agreement
Agreement (119K)
Doc #146943: Click preview link for longer preview.
AGREEMENT
THIS is an AGREEMENT, effective this 6th day of October 1999
("Agreement Date"), between Mobil Technology Company ("MTC"), a Delaware
corporation having offices at 600 Billingsport Rd., Paulsboro NJ 08066, and
Imperial Petroleum Recovery Corporation ("Imperial"), a Nevada corporation
having offices at 15311 Vantage Parkway West, Suite 160, Houston, Texas 77032.
1. BACKGROUND
1.1 Imperial has developed certain Microwave Separation Technology
(MST) for breaking or separating Emulsions based on microwave energy and has the
capabilities, as hereinafter defined, to make or have made Microwave Separation
Technology Equipment for leasing or licensing to MST Customers, and to provide
MST Technical Support and MST Maintenance Support to MST Customers leasing or
licensing the Microwave Separation Technology Equipment;
1.2 MTC has developed certain Acoustic Separation Technology (AST) for
breaking or separating Emulsions based on acoustic energy and may choose, at its
own discretion, as hereinafter defined, to make or have made and market Acoustic
Separation Technology Equipment for leasing or licensing to AST Customers;
1.3 MTC has the capabilities, as hereinafter defined, to market
Microwave Separation Technology Equipment and Acoustic Separation Equipment
Technology to MST and AST Customers in the Field of Use;
1.4 Imperial desires MTC to be its exclusive worldwide marketer of
Microwave Separation Technology Equipment in the Field of Use, except as noted
in Paragraph 3.2 herein;
NOW, THEREFORE, intending to be legally bound, Imperial and MTC agree
as follows:
2. DEFINITIONS
2.1 Microwave Separation Technology means equipment, processes, trade
secrets, and know how, pertaining to Imperial Intellectual Property Rights, for
separating or breaking emulsions using microwave energy where the Microwave
Separation Technology Equipment is capable of processing up to and including
15,000
---------------------------
[*] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
Page 1
{PAGE} 2
barrels per day of Emulsion. Microwave Separation Technology shall not mean any
application in which processing exceeds 15,000 barrels per day of Emulsion.
2.2 Microwave Separation Technology Equipment means equipment for
separating or breaking emulsions using microwave energy where the Microwave
Separation Technology Equipment is capable of processing up to 15,000 barrels
per day of Emulsion. The Microwave Separation Technology Unit will generally
include a system for exposing an Emulsion to microwave energy such as a
microwave generator, wave guides, an applicator chamber, pump, piping and
electrical that may be connected to at least one holding tank and/or a
separation device for processing organic liquids, aqueous liquids and/or solids.
2.3 Microwave Separation Technology Unit means Microwave Separation
Technology Equipment that contains one or more microwave transmitters having a
total power output of up to seventy-five (75) kilowatts (designated MST-1000).
Microwave Separation Technology Equipment having two or more Microwave
Separation Technology Units would contain one or more microwave transmitters
having total power output up to 75 kilowatts multiplied by the number of units.
For example:
Microwave Separation Technology Equipment having two (2) Microwave
Separation Technology Units (designated MST-2000) would contain one or more
microwave transmitters having a total power output from 76 kilowatts up to 150
kilowatts.
Microwave Separation Technology Equipment having three (3)
Microwave Separation Technology Units (designated MST-3000) would contain one or
more microwave transmitters having a total power output from 151 kilowatts up to
225 kilowatts.
Microwave Separation Technology Equipment having four (4) Microwave
Separation Technology Units (designated MST-4000) would contain one or more
microwave transmitters having a total power output from 226 kilowatts up to 300
kilowatts.
2.4 Acoustic Separation Technology means equipment, processes, trade
secrets, and know how, pertaining to Mobil Intellectual Property Rights, for
separating or breaking emulsions using acoustic energy where the equipment is
capable of processing up to 15,000 barrels per day of Emulsion.
2.5 Acoustic Separation Technology Equipment means equipment for
separating or breaking emulsions using acoustic energy where the equipment is
capable of processing up to 15,000 barrels per day of Emulsion. The equipment
146943
| | Imperial Petroleum Recovery Corp
|
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| 2000 |
Assignment and Assumption Agreement (Offsite Services Agreement)
Assignment and Assumption Agreement (Offsite Services Agreement) (5K)
Doc #116123: Click preview link for longer preview.
ASSIGNMENT AND ASSUMPTION AGREEMENT
(OFFSITE SERVICES AGREEMENT)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made, executed and delivered between
and among Exxon Company U.S.A., a division of Exxon Corporation, a New Jersey
corporation having offices at 800 Bell Street, Houston, Texas 77002 ("Exxon");
Asphalt Supply and Service, Inc.
509 West Railroad Street
Laurel, MT 59044 hereafter called Assignor; and
Crown Asphalt Products Company
215 South State Street Suite 650
Salt Lake City, UT 84111 hereafter called Assignee.
Pursuant to an Offsite Services Agreement between Exxon and Assignor, such
agreement bearing Exxon internal reference number PIA032398 (the "Service
Contract") Assignor contracted to provide certain services to Exxon in exchange
for certain agreed-upon remuneration. Assignee has or will acquire certain
operating assets from Assignor, including the Service Contract. In connection
therewith, Assignor and Assignee now desire to assign all right, title and
interest of Assignor in and to the Service Contract to Assignee in accordance to
the terms and conditions specified below.
In consideration of their mutually-dependent promises, the Parties hereby agree
as follows:
116123
| Asphalt Supply and Service, Inc.;
| Crown Asphalt Products Company;
Crown Energy Corp.
|
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Full Doc
| 2003 |
Calculation Agency Agreement
Calculation Agency Agreement (28K)
Doc #253663: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of April 29, 2003
(the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and
Lehman Brothers Inc., as Calculation Agent.
WHEREAS, the Company has authorized the issuance of up to
$8,452,500 aggregate principal amount of The Dow Jones Industrial AverageSM
SUNS(R), Stock Upside Note Securities Due April 29, 2010 (the "Securities")*;
WHEREAS, the Securities will be issued under an Indenture,
dated as of September 1, 1987, between the Company and Citibank, N.A., as
Trustee (the "Trustee"), as supplemented and amended by supplemental indentures
dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4,
1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple
Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987
(collectively, the "Indenture"); and
WHEREAS, the Company requests the Calculation Agent to perform
certain services described herein in connection with the Securities;
NOW THEREFORE, the Company and the Calculation Agent agree as
follows:
1. Appointment of Agent. The Company hereby appoints Lehman
Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby
accepts such appointment as the Company's agent for the purpose of
performing the services hereinafter described upon the terms and
subject to the conditions hereinafter mentioned.
2. Calculations and Information Provided. In response to a
request made by the Trustee for a determination of the Maturity Payment
Amount due at Stated Maturity of the Securities, the Calculation Agent
shall determine such Maturity Payment Amount and notify the Trustee of
its determination. The Calculation Agent shall also be responsible for
(a) the determination of the Maturity Payment Amount, (b) the
determination of whether adjustments to the Closing Level should be
made, (c) the determination of the Adjusted Final Index Level, (d) the
determination of the Successor Index if publication of the Index is
discontinued and (e) the determination of whether a Market Disruption
Event has occurred. The Calculation Agent shall notify the Trustee of
all such determinations and any such adjustment or if a Market
Disruption Event has occurred. Annex A hereto sets forth the procedures
the Calculation Agent will use to determine the information described
in this Section 2.
* "Dow Jones" and "Dow Jones Industrial Average" are servicemarks of Dow
Jones & Company, Inc. and have been licensed for use by Lehman Brothers
Holdings Inc. The Securities, based on the performance of the Dow Jones
Industrial Average, are not sponsored, endorsed, sold or promoted by
Dow Jones, and Dow Jones makes no representation regarding the
advisability of investing in the Securities.
"Stock Upside Note Securities" and "SUNS" are trademarks of Lehman
Brothers Inc.
{PAGE}
2
3. Calculations. Any calculation or determination by the
Calculation Agent pursuant hereto shall (in the absence of manifest
error) be final and binding. Any calculation made by the Calculation
Agent hereunder shall, at the Trustee's request, be made available at
the Corporate Trust Office.
4. Fees and Expenses. The Calculation Agent shall be entitled
to reasonable compensation for all services rendered by it as agreed to
between the Calculation Agent and the Company.
5. Terms and Conditions. The Calculation Agent accepts its
obligations herein set out upon the terms and conditions hereof,
including the following, to all of which the Company agrees:
(a) in acting under this Agreement, the Calculation Agent is
acting solely as an independent expert of the Company and does not
assume any obligation toward, or any relationship of agency or trust
for or with, any of the holders of the Securities;
(b) unless otherwise specifically provided herein, any order,
certificate, notice, request, direction or other communication from the
Company or the Trustee made or given under any provision of this
Agreement shall be sufficient if signed by any person who the
Calculation Agent reasonably believes to be a duly authorized officer
or attorney-in-fact of the Company or the Trustee, as the case may be;
(c) the Calculation Agent shall be obliged to perform only
such duties as are set out specifically herein and any duties
necessarily incidental thereto;
(d) the Calculation Agent, whether acting for itself or in any
other capacity, may become the owner or pledgee of Securities with the
same rights as it would have had if it were not acting hereunder as
Calculation Agent; and
(e) the Calculation Agent shall incur no liability hereunder
except for loss sustained by reason of its gross negligence or wilful
misconduct.
6. Resignation; Removal; Successor. (a) The Calculation Agent
may at any time resign by giving written notice to the Company of such
intention on its part, specifying the date on which its desired
resignation shall become effective, subject to the appointment of a
successor Calculation Agent and acceptance of such appointment by such
253663
|
AT&T
As referenced in this Calculation Agency Agreement:
AT&T Corp. – U.S. industry. As of April 24, 2003, the component companies of the Dow Jones
Industrial Average were as follows: 3M Company, Alcoa Inc., Altria Group, Inc.,
American Express Company, AT&T Corp. , The Boeing Company, Caterpillar Inc.,
Citigroup Inc., The Coca-Cola Company, E.I. du Pont de Nemours and Company,
Eastman Kodak Company, Exxon Mobil Corporation, General Electric Company,
General
_____________
dt 1541268
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – R), Stock Upside Note Securities Due April 29, 2010 (the "Securities")*;
WHEREAS, the Securities will be issued under an Indenture,
dated as of September 1, 1987, between the Company and Citibank, N.A. , as
Trustee (the "Trustee"), as supplemented and amended by supplemental indentures
dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4,
1993, October 1, 1995,
_____________
dt 1478083
;
|
Home Depot
As referenced in this Calculation Agency Agreement:
Home Depot, Inc – Citigroup Inc., The Coca-Cola Company, E.I. du Pont de Nemours and Company,
Eastman Kodak Company, Exxon Mobil Corporation, General Electric Company,
General Motors Corporation, Hewlett-Packard Company, The Home Depot, Inc .,
Honeywell International Inc., Intel Corporation, International Business Machines
Corporation, International Paper Company, J.P. Morgan Chase & Co., Johnson &
Johnson, McDonald's Corporation, Merck & Co., Inc., Microsoft Corporation, The
Procter &
_____________
dt 1412286
;
More... |
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Full Doc
| 2003 |
Calculation Agency Agreement
Calculation Agency Agreement (26K)
Doc #253665: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of April 29, 2003 (the "Agreement"),
between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc.,
as Calculation Agent.
WHEREAS, the Company has authorized the issuance of up to $7,340,000
aggregate principal amount of The Dow Jones Industrial Average(SM) SUNS(R),
Stock Upside Note Securities Due April 29, 2010 (the "Securities")*;
WHEREAS, the Securities will be issued under an Indenture, dated as of
September 1, 1987, between the Company and Citibank, N.A., as Trustee (the
"Trustee"), as supplemented and amended by supplemental indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,
October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series
Indenture Provisions dated July 30, 1987, as amended November 16, 1987
(collectively, the "Indenture"); and
WHEREAS, the Company requests the Calculation Agent to perform certain
services described herein in connection with the Securities;
NOW THEREFORE, the Company and the Calculation Agent agree as follows:
1. Appointment of Agent. The Company hereby appoints Lehman Brothers Inc.
as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as
the Company's agent for the purpose of performing the services hereinafter
described upon the terms and subject to the conditions hereinafter mentioned.
2. Calculations and Information Provided. In response to a request made by
the Trustee for a determination of the Maturity Payment Amount due at Stated
Maturity of the Securities, the Calculation Agent shall determine such Maturity
Payment Amount and notify the Trustee of its determination. The Calculation
Agent shall also be responsible for (a) the determination of the Maturity
Payment Amount, (b) the determination of whether adjustments to the Closing
Level should be made, (c) the determination of the Adjusted Final Index Level,
(d) the determination of the Successor Index if publication of the Index is
discontinued and (e) the determination of whether a Market Disruption Event has
occurred. The Calculation Agent shall notify the Trustee of all such
determinations and any such adjustment or if a Market Disruption Event has
occurred. Annex A hereto sets forth the procedures the Calculation Agent will
use to determine the information described in this Section 2.
-----------------------
* "Dow Jones" and "Dow Jones Industrial Average" are servicemarks of Dow
Jones & Company, Inc. and have been licensed for use by Lehman Brothers
Holdings Inc. The Securities, based on the performance of the Dow Jones
Industrial Average, are not sponsored, endorsed, sold or promoted by Dow
Jones, and Dow Jones makes no representation regarding the advisability of
investing in the Securities.
"Stock Upside Note Securities" and "SUNS" are trademarks of Lehman Brothers
Inc.
{PAGE}
2
3. Calculations. Any calculation or determination by the Calculation Agent
pursuant hereto shall (in the absence of manifest error) be final and binding.
Any calculation made by the Calculation Agent hereunder shall, at the Trustee's
request, be made available at the Corporate Trust Office.
4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable
compensation for all services rendered by it as agreed to between the
Calculation Agent and the Company.
5. Terms and Conditions. The Calculation Agent accepts its obligations
herein set out upon the terms and conditions hereof, including the following, to
all of which the Company agrees:
(a) in acting under this Agreement, the Calculation Agent is acting solely
as an independent expert of the Company and does not assume any obligation
toward, or any relationship of agency or trust for or with, any of the
holders of the Securities;
(b) unless otherwise specifically provided herein, any order, certificate,
notice, request, direction or other communication from the Company or the
Trustee made or given under any provision of this Agreement shall be
sufficient if signed by any person who the Calculation Agent reasonably
believes to be a duly authorized officer or attorney-in-fact of the Company
or the Trustee, as the case may be;
(c) the Calculation Agent shall be obliged to perform only such duties as
are set out specifically herein and any duties necessarily incidental
thereto;
(d) the Calculation Agent, whether acting for itself or in any other
capacity, may become the owner or pledgee of Securities with the same rights
as it would have had if it were not acting hereunder as Calculation Agent;
and
(e) the Calculation Agent shall incur no liability hereunder except for
loss sustained by reason of its gross negligence or wilful misconduct.
6. Resignation; Removal; Successor. (a) The Calculation Agent may at any
time resign by giving written notice to the Company of such intention on its
part, specifying the date on which its desired resignation shall become
effective, subject to the appointment of a successor Calculation Agent and
acceptance of such appointment by such successor Calculation Agent, as
253665
|
AT&T
As referenced in this Calculation Agency Agreement:
AT&T Corp. – U.S. industry. As of April 24, 2003, the component companies of the Dow Jones
Industrial Average were as follows: 3M Company, Alcoa Inc., Altria Group, Inc.,
American Express Company, AT&T Corp. , The Boeing Company, Caterpillar Inc.,
Citigroup Inc., The Coca-Cola Company, E.I. du Pont de Nemours and Company,
Eastman Kodak Company, Exxon Mobil Corporation, General Electric Company,
General
_____________
dt 1541269
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – R),
Stock Upside Note Securities Due April 29, 2010 (the "Securities")*;
WHEREAS, the Securities will be issued under an Indenture, dated as of
September 1, 1987, between the Company and Citibank, N.A. , as Trustee (the
"Trustee"), as supplemented and amended by supplemental indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,
October 1, 1995,
_____________
dt 1478084
;
|
Home Depot
As referenced in this Calculation Agency Agreement:
Home Depot, Inc – Citigroup Inc., The Coca-Cola Company, E.I. du Pont de Nemours and Company,
Eastman Kodak Company, Exxon Mobil Corporation, General Electric Company,
General Motors Corporation, Hewlett-Packard Company, The Home Depot, Inc .,
Honeywell International Inc., Intel Corporation, International Business Machines
Corporation, International Paper Company, J.P. Morgan Chase & Co., Johnson &
Johnson, McDonald's Corporation, Merck & Co., Inc., Microsoft Corporation, The
Procter &
_____________
dt 1412287
;
More... |
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Full Doc
| 2002 |
Calculation Agency Agreement
Calculation Agency Agreement (30K)
Doc #253754: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of October 2, 2002
(the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and
Lehman Brothers Inc., as Calculation Agent.
WHEREAS, the Company has authorized the issuance of up to
$19,676,500 aggregate principal amount of 0.25% Notes Due October 2, 2007,
Performance Linked to the Dow Jones Industrial AverageSM1 (the "Securities");
WHEREAS, the Securities will be issued under an Indenture,
dated as of September 1, 1987, between the Company and Citibank, N.A., as
Trustee (the "Trustee"), as supplemented and amended by supplemental indentures
dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4,
1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple
Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987
(collectively, the "Indenture"); and
WHEREAS, the Company requests the Calculation Agent to perform
certain services described herein in connection with the Securities;
NOW THEREFORE, the Company and the Calculation Agent agree as
follows:
1. Appointment of Agent. The Company hereby appoints
Lehman Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby
accepts such appointment as the Company's agent for the purpose of performing
the services hereinafter described upon the terms and subject to the conditions
hereinafter mentioned.
2. Calculations and Information Provided. In response to a
request made by the Trustee for a determination of the Maturity Payment Amount
due at Stated Maturity of the Securities, the Redemption Payment Amount and the
Repurchase Payment Amount, the Calculation Agent shall determine such Payment
Amount and notify the Trustee of its determination. The Calculation Agent shall
also be responsible for (a) the determination of the Settlement Value, (b)
whether adjustments to the Closing Level should be made, (c) the determination
of the Successor Index if publication of the Index is discontinued and (d) the
determination of whether a Market Disruption Event has occurred. The Calculation
Agent shall notify the Trustee of any such adjustment or if a Market Disruption
Event has occurred. Annex A hereto sets forth the procedures the Calculation
Agent will use to determine the information described in this Section 2.
* "Dow Jones and "Dow Jones Industrial Average" are servicemarks of Dow Jones &
Company, Inc. and have been licensed for use by Lehman Brothers Holdings Inc.
The Securities, based on the performance of the Dow Jones Industrial Average,
are not sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes
no representation regarding the advisability of investing in the Securities.
{PAGE}
2
3. Calculations. Any calculation or determination by the Calculation Agent
pursuant hereto shall (in the absence of manifest error) be final and binding.
Any calculation made by the Calculation Agent hereunder shall, at the Trustee's
request, be made available at the Corporate Trust Office.
4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable
compensation for all services rendered by it as agreed to between the
Calculation Agent and the Company.
5. Terms and Conditions. The Calculation Agent accepts its obligations herein
set out upon the terms and conditions hereof, including the following, to all
of which the Company agrees:
(a) in acting under this Agreement, the Calculation Agent is
acting solely as an independent expert of the Company and does not
assume any obligation toward, or any relationship of agency or trust
for or with, any of the holders of the Securities;
(b) unless otherwise specifically provided herein, any order,
certificate, notice, request, direction or other communication from the
Company or the Trustee made or given under any provision of this
Agreement shall be sufficient if signed by any person who the
Calculation Agent reasonably believes to be a duly authorized officer
or attorney-in-fact of the Company or the Trustee, as the case may be;
(c) the Calculation Agent shall be obliged to perform
only such duties as are set out specifically herein and any duties
necessarily incidental thereto;
(d) the Calculation Agent, whether acting for itself or in any
other capacity, may become the owner or pledgee of Securities with the
same rights as it would have had if it were not acting hereunder as
Calculation Agent; and
(e) the Calculation Agent shall incur no liability hereunder
except for loss sustained by reason of its gross negligence or wilful
misconduct.
6. Resignation; Removal; Successor. (a) The Calculation Agent
may at any time resign by giving written notice to the Company of such intention
on its part, specifying the date on which its desired resignation shall become
effective, subject to the appointment of a successor Calculation Agent and
acceptance of such appointment by such successor Calculation Agent, as
hereinafter provided. The Calculation Agent hereunder may be removed at any time
by the filing with it of an instrument in writing signed by or on behalf of the
253754
|
AT&T
As referenced in this Calculation Agency Agreement:
AT&T Corp. – cross-section of U.S.
industry. As of September 25, 2002, the component companies of the Dow Jones
Industrial Average were as follows: 3M Company, Alcoa Inc., American Express
Company, AT&T Corp. , The Boeing Company, Caterpillar Inc., Citigroup Inc., The
Coca-Cola Company, E.I. du Pont de Nemours and Company, Eastman Kodak Company,
Exxon Mobil Corporation, General Electric Company, General
_____________
dt 1541270
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – 2007,
Performance Linked to the Dow Jones Industrial AverageSM1 (the "Securities");
WHEREAS, the Securities will be issued under an Indenture,
dated as of September 1, 1987, between the Company and Citibank, N.A. , as
Trustee (the "Trustee"), as supplemented and amended by supplemental indentures
dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4,
1993, October 1, 1995,
_____________
dt 1478089
;
|
Home Depot
As referenced in this Calculation Agency Agreement:
Home Depot, Inc – Citigroup Inc., The
Coca-Cola Company, E.I. du Pont de Nemours and Company, Eastman Kodak Company,
Exxon Mobil Corporation, General Electric Company, General Motors Corporation,
Hewlett-Packard Company, The Home Depot, Inc ., Honeywell International Inc.,
Intel Corporation, International Business Machines Corporation, International
Paper Company, J.P. Morgan Chase & Co., Johnson & Johnson, McDonald's
Corporation, Merck & Co., Inc., Microsoft Corporation, Philip Morris
_____________
dt 1412288
;
More... |
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Full Doc
| 2002 |
Calculation Agency Agreement
Calculation Agency Agreement (26K)
Doc #253781: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of August 5, 2002 (the "Agreement"),
between Lehman Brothers Holdings Inc. (the "Company") and Lehman
Brothers Inc., as Calculation Agent.
WHEREAS, the Company has authorized the issuance of up to $58,500,000
aggregate principal amount of Dow Jones Industrial AverageSM SUNS(R), 112.5%
Minimum Redemption PrincipalPlus Stock Upside Note Securities(R) Due August 5,
2007* (the "Securities");
WHEREAS, the Securities will be issued under an Indenture dated as of
September 1, 1987, between the Company and Citibank, N.A., as Trustee (the
"Trustee"), as supplemented and amended by supplemental indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,
October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series
Indenture Provisions dated July 30, 1987, as amended November 16, 1987
(collectively, the "Indenture"); and
WHEREAS, the Company requests the Calculation Agent to perform certain
services described herein in connection with the Securities;
NOW THEREFORE, the Company and the Calculation Agent agree as follows:
1. Appointment of Agent. The Company hereby appoints Lehman Brothers Inc.
as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as
the Company's agent for the purpose of performing the services hereinafter
described upon the terms and subject to the conditions hereinafter mentioned.
2. Calculations and Information Provided. In response to a request made by
the Trustee for a determination of the Maturity Payment Amount due at Stated
Maturity of the Securities, the Calculation Agent shall determine such Maturity
Payment Amount and notify the Trustee of its determination. The Calculation
Agent shall also be responsible for (a) the determination of the Closing Level
on each Measurement Date, (b) the determination of the Capped Quarterly Returns
for each Measurement Date, (c) the determination of the Equity Bonus, (d) the
determination of the Successor Index if publication of the Index is discontinued
and (e) the determination of whether a Market Disruption Event has occurred. The
Calculation Agent shall notify the Trustee of any such adjustment or if a Market
Disruption Event has
--------
* "Dow Jones" and "Dow Jones Industrial Average" are servicemarks of Dow
Jones & Company, Inc. and have been licensed for use by Lehman Brothers
Holdings Inc. The Securities, based on the performance of the Dow Jones
Industrial Average, are not sponsored, endorsed, sold or promoted by
Dow Jones, and Dow Jones makes no representation regarding the
advisability of investing in the Securities.
"SUNS" and "Stock Upside Note Securities" are trademarks of Lehman
Brothers Inc.
{PAGE}
2
occurred. Annex A hereto sets forth the procedures the Calculation Agent will
use to determine the information described in this Section 2.
3. Calculations. Any calculation or determination by the Calculation Agent
pursuant hereto shall (in the absence of manifest error) be final and binding.
Any calculation made by the Calculation Agent hereunder shall, at the Trustee's
request, be made available at the Corporate Trust Office.
4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable
compensation for all services rendered by it as agreed to between the
Calculation Agent and the Company.
5. Terms and Conditions. The Calculation Agent accepts its obligations
herein set out upon the terms and conditions hereof, including the following, to
all of which the Company agrees:
(a) in acting under this Agreement, the Calculation Agent is acting solely
as an independent expert of the Company and does not assume any obligation
toward, or any relationship of agency or trust for or with, any of the holders
of the Securities;
(b) unless otherwise specifically provided herein, any order, certificate,
notice, request, direction or other communication from the Company or the
Trustee made or given under any provision of this Agreement shall be sufficient
if signed by any person who the Calculation Agent reasonably believes to be a
duly authorized officer or attorney-in-fact of the Company or the Trustee, as
the case may be;
(c) the Calculation Agent shall be obliged to perform only such duties as
are set out specifically herein and any duties necessarily incidental thereto;
(d) the Calculation Agent, whether acting for itself or in any other
capacity, may become the owner or pledgee of Securities with the same rights as
it would have had if it were not acting hereunder as Calculation Agent; and
(e) the Calculation Agent shall incur no liability hereunder except for
loss sustained by reason of its gross negligence or wilful misconduct.
6. Resignation; Removal; Successor. (a) The Calculation Agent may at any
time resign by giving written notice to the Company of such intention on its
part, specifying the date on which its desired resignation shall become
effective, subject to the appointment of a successor Calculation Agent and
acceptance of such appointment by such successor Calculation Agent, as
253781
|
AT&T
As referenced in this Calculation Agency Agreement:
AT&T Corp. – cross-section of
U.S. industry. As of July 29, 2002, the component companies of the Dow Jones
Industrial Average were as follows: 3M Company, Alcoa Inc., American Express
Company, AT&T Corp. , The Boeing Company, Caterpillar Inc., Citigroup Inc., The
Coca-Cola Company, E.I. du Pont de Nemours and Company, Eastman Kodak Company,
Exxon Mobil Corporation, General Electric Company, General
_____________
dt 1541271
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – Stock Upside Note Securities(R) Due August 5,
2007* (the "Securities");
WHEREAS, the Securities will be issued under an Indenture dated as of
September 1, 1987, between the Company and Citibank, N.A. , as Trustee (the
"Trustee"), as supplemented and amended by supplemental indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,
October 1, 1995,
_____________
dt 1478092
;
|
Home Depot
As referenced in this Calculation Agency Agreement:
Home Depot, Inc – Citigroup Inc., The
Coca-Cola Company, E.I. du Pont de Nemours and Company, Eastman Kodak Company,
Exxon Mobil Corporation, General Electric Company, General Motors Corporation,
Hewlett-Packard Company, The Home Depot, Inc ., Honeywell International Inc.,
Intel Corporation, International Business Machines Corporation, International
Paper Company, J.P. Morgan Chase & Co., Johnson & Johnson, McDonald's
Corporation, Merck & Co., Inc., Microsoft Corporation, Philip Morris
_____________
dt 1412289
;
More... |
Preview
Full Doc
| 2001 |
Calculation Agency Agreement
Calculation Agency Agreement (39K)
Doc #253858: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of October 5, 2001 (the
"Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman
Brothers Inc., as Calculation Agent.
WHEREAS, the Company has authorized the issuance of up to $8,625,000
aggregate principal amount of RAPIDS(SM), Return Accelerated PortfolIo Debt
Securities Notes Due November 5, 2002 (the "Securities")*;
WHEREAS, the Securities will be issued under an Indenture, dated as of
September 1, 1987, between the Company and Citibank, N.A., as Trustee (the
"Trustee"), as supplemented and amended by supplemental indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,
October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series
Indenture Provisions dated July 30, 1987, as amended November 16, 1987
(collectively, the "Indenture"); and
WHEREAS, the Company requests the Calculation Agent to perform certain
services described herein in connection with the Securities;
NOW THEREFORE, the Company and the Calculation Agent agree as follows:
1. Appointment of Agent. The Company hereby appoints Lehman Brothers
Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such
appointment as the Company's agent for the purpose of performing the services
hereinafter described upon the terms and subject to the conditions hereinafter
mentioned.
2. Calculations and Information Provided. The Calculation Agent shall
determine (a) the Maturity Payment Amount on the Calculation Date, (b) the
Starting Value of each of the Underlying Equity Securities in the Basket, (c)
the Ending Value of each of the Underlying Equity Securities in the Basket, (d)
the Adjusted Value for each of the Underlying Equity Securities in the Basket,
(e) the sum of the Adjusted Values for all of the Underlying Equity Securities
in the Basket, (f) the Starting Multipliers and Ending Multipliers for each of
the Underlying Equity Securities in the Basket, (g) any required adjustments to
the Multipliers of the Underlying Equity Securities in the Basket and (h)
whether a Market Disruption Event has occurred. The Calculation Agent shall
notify the Trustee of all such determinations and any such adjustment or if a
Market Disruption Event has occurred. Annex A hereto sets forth the procedures
the Calculation Agent will use to determine the information described in this
Section 2.
--------
* "RAPIDS" is a servicemark of Lehman Brothers Inc.
{PAGE}
2
3. Calculations. Any calculation or determination by the Calculation
Agent pursuant hereto shall (in the absence of manifest error) be final and
binding. Any calculation made by the Calculation Agent hereunder shall, at the
Trustee's request, be made available at the Corporate Trust Office.
4. Fees and Expenses. The Calculation Agent shall be entitled to
reasonable compensation for all services rendered by it as agreed to between the
Calculation Agent and the Company.
5. Terms and Conditions. The Calculation Agent accepts its obligations
herein set out upon the terms and conditions hereof, including the following, to
all of which the Company agrees:
(a) in acting under this Agreement, the Calculation Agent is acting
solely as an independent expert of the Company and does not assume any
obligation toward, or any relationship of agency or trust for or with, any
of the holders of the Securities;
(b) unless otherwise specifically provided herein, any order,
certificate, notice, request, direction or other communication from the
Company or the Trustee made or given under any provision of this Agreement
shall be sufficient if signed by any person who the Calculation Agent
reasonably believes to be a duly authorized officer or attorney-in-fact of
the Company or the Trustee, as the case may be;
(c) the Calculation Agent shall be obliged to perform only such duties
as are set out specifically herein and any duties necessarily incidental
thereto;
(d) the Calculation Agent, whether acting for itself or in any other
capacity, may become the owner or pledgee of Securities with the same
rights as it would have had if it were not acting hereunder as Calculation
Agent; and
(e) the Calculation Agent shall incur no liability hereunder except for
loss sustained by reason of its gross negligence or wilful misconduct.
6. Resignation; Removal; Successor. (a) The Calculation Agent may at
any time resign by giving written notice to the Company of such intention on its
part, specifying the date on which its desired resignation shall become
effective, subject to the appointment of a successor Calculation Agent and
acceptance of such appointment by such successor Calculation Agent, as
hereinafter provided. The Calculation Agent hereunder may be removed at any time
by the filing with it of an instrument in writing signed by or on behalf of the
Company and specifying such removal and the date when it shall become effective.
Such resignation or removal shall take effect upon the appointment by the
Company, as hereinafter provided, of a successor Calculation Agent and the
acceptance of such appointment by such successor Calculation Agent. In the event
a successor Calculation Agent has not been appointed and has not accepted its
duties within 90 days of the Calculation Agent's notice of resignation, the
Calculation Agent may apply to any court of competent jurisdiction for the
designation of a successor Calculation Agent.
{PAGE}
3
(b) In case at any time the Calculation Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or make an assignment for the benefit of its creditors or consent to
the appointment of a receiver or custodian of all or any substantial part of its
property, or shall admit in writing its inability to pay or meet its debts as
they mature, or if a receiver or custodian of it or all or any substantial part
of its property shall be appointed, or if any public officer shall have taken
charge or control of the Calculation Agent or of its property or affairs, for
253858
|
AIG
As referenced in this Calculation Agency Agreement:
American International Group, Inc – 7,500,000 aggregate
principal amount of the Securities.
{PAGE}
8
"Starting Multiplier" shall mean, for each Underlying Equity Security,
the following:
Starting Multiplier
Underlying Equity Security (number of shares)
-------------------------- ------------------
American International Group, Inc . 1.274697
AOL Time Warner Inc. 3.039514
Citigroup Inc. 2.366864
Exxon Mobil Corporation 2.500625
General Electric Corporation 2.628121
Intel Corporation 5.117707
Internal Business Machines
_____________
American International Group, Inc – in the preamble to this
Agreement.
"Underlying Equity Securities" shall mean the securities included in
the Basket from time to time and shall initially be the following 10 common
stocks: American International Group, Inc ., AOL Time Warner Inc., Citigroup
Inc., Exxon Mobil Corporation, General Electric Corporation, Intel Corporation,
International Business Machines Corporation, Microsoft Corporation, Pfizer Inc.
and Wal-Mart Stores, Inc. The Underlying
_____________
dt 1483319
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – Accelerated PortfolIo Debt
Securities Notes Due November 5, 2002 (the "Securities")*;
WHEREAS, the Securities will be issued under an Indenture, dated as of
September 1, 1987, between the Company and Citibank, N.A. , as Trustee (the
"Trustee"), as supplemented and amended by supplemental indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,
October 1, 1995,
_____________
dt 1478106
;
| More... |
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| 2001 |
Calculation Agency Agreement
Calculation Agency Agreement (40K)
Doc #253860: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of October 5, 2001 (the
"Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and Lehman
Brothers Inc., as Calculation Agent.
WHEREAS, the Company has authorized the issuance of up to $8,625,000
aggregate principal amount of RAPIDS(sm), Return Accelerated PortfolIo Debt
Securities Notes Due November 5, 2002 (the "Securities")*;
WHEREAS, the Securities will be issued under an Indenture, dated as of
September 1, 1987, between the Company and Citibank, N.A., as Trustee (the
"Trustee"), as supplemented and amended by supplemental indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,
October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series
Indenture Provisions dated July 30, 1987, as amended November 16, 1987
(collectively, the "Indenture"); and
WHEREAS, the Company requests the Calculation Agent to perform certain
services described herein in connection with the Securities;
NOW THEREFORE, the Company and the Calculation Agent agree as follows:
1. Appointment of Agent. The Company hereby appoints Lehman Brothers
Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such
appointment as the Company's agent for the purpose of performing the services
hereinafter described upon the terms and subject to the conditions hereinafter
mentioned.
2. Calculations and Information Provided. The Calculation Agent shall
determine (a) the Maturity Payment Amount on the Calculation Date, (b) the
Starting Value of each of the Underlying Equity Securities in the Basket, (c)
the Ending Value of each of the Underlying Equity Securities in the Basket, (d)
the Adjusted Value for each of the Underlying Equity Securities in the Basket,
(e) the sum of the Adjusted Values for all of the Underlying Equity Securities
in the Basket, (f) the Starting Multipliers and Ending Multipliers for each of
the Underlying Equity Securities in the Basket, (g) any required adjustments to
the Multipliers of the Underlying Equity Securities in the Basket and (h)
whether a Market Disruption Event has occurred. The Calculation Agent shall
notify the Trustee of all such determinations and any such adjustment or if a
Market Disruption Event has occurred. Annex A hereto sets forth the procedures
the Calculation Agent will use to determine the information described in this
Section 2.
----------------------------
* "RAPIDS" is a servicemark of Lehman Brothers Inc.
{PAGE}
2
3. Calculations. Any calculation or determination by the
Calculation Agent pursuant hereto shall (in the absence of manifest error) be
final and binding. Any calculation made by the Calculation Agent hereunder
shall, at the Trustee's request, be made available at the Corporate Trust
Office.
4. Fees and Expenses. The Calculation Agent shall be entitled
to reasonable compensation for all services rendered by it as agreed to between
the Calculation Agent and the Company.
5. Terms and Conditions. The Calculation Agent accepts its
obligations herein set out upon the terms and conditions hereof, including the
following, to all of which the Company agrees:
(a) in acting under this Agreement, the Calculation Agent is
acting solely as an independent expert of the Company and does not
assume any obligation toward, or any relationship of agency or trust
for or with, any of the holders of the Securities;
(b) unless otherwise specifically provided herein, any order,
certificate, notice, request, direction or other communication from the
Company or the Trustee made or given under any provision of this
Agreement shall be sufficient if signed by any person who the
Calculation Agent reasonably believes to be a duly authorized officer
or attorney-in-fact of the Company or the Trustee, as the case may be;
(c) the Calculation Agent shall be obliged to perform only
such duties as are set out specifically herein and any duties
necessarily incidental thereto;
(d) the Calculation Agent, whether acting for itself or in any
other capacity, may become the owner or pledgee of Securities with the
same rights as it would have had if it were not acting hereunder as
Calculation Agent; and
(e) the Calculation Agent shall incur no liability hereunder
except for loss sustained by reason of its gross negligence or wilful
misconduct.
6. Resignation; Removal; Successor. (a) The Calculation Agent
may at any time resign by giving written notice to the Company of such intention
on its part, specifying the date on which its desired resignation shall become
effective, subject to the appointment of a successor Calculation Agent and
acceptance of such appointment by such successor Calculation Agent, as
hereinafter provided. The Calculation Agent hereunder may be removed at any time
by the filing with it of an instrument in writing signed by or on behalf of the
Company and specifying such removal and the date when it shall become effective.
Such resignation or removal shall take effect upon the appointment by the
Company, as hereinafter provided, of a successor Calculation Agent and the
acceptance of such appointment by such successor Calculation Agent. In the event
a successor Calculation Agent has not been appointed and has not accepted its
duties within 90 days of the Calculation Agent's notice of resignation, the
Calculation Agent may apply to any court of competent jurisdiction for the
designation of a successor Calculation Agent.
{PAGE}
3
(b) In case at any time the Calculation Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or make an assignment for the benefit of its creditors or
consent to the appointment of a receiver or custodian of all or any substantial
part of its property, or shall admit in writing its inability to pay or meet its
debts as they mature, or if a receiver or custodian of it or all or any
substantial part of its property shall be appointed, or if any public officer
shall have taken charge or control of the Calculation Agent or of its property
253860
|
AIG
As referenced in this Calculation Agency Agreement:
American International Group, Inc – principal amount of the Securities.
{PAGE}
8
"Starting Multiplier" shall mean, for each Underlying Equity
Security, the following:
{TABLE}
{CAPTION}
Underlying Equity Security Starting Multiplier (number of shares)
-------------------------- --------------------------------------
{S} {C}
American International Group, Inc . 1.274697
AOL Time Warner Inc. 3.039514
Citigroup Inc. 2.366864
Exxon Mobil Corporation 2.500625
General Electric Corporation 2.628121
Intel Corporation 5.117707
Internal Business Machines
_____________
American International Group, Inc – in the preamble to
this Agreement.
"Underlying Equity Securities" shall mean the securities
included in the Basket from time to time and shall initially be the following 10
common stocks: American International Group, Inc ., AOL Time Warner Inc.,
Citigroup Inc., Exxon Mobil Corporation, General Electric Corporation, Intel
Corporation, International Business Machines Corporation, Microsoft Corporation,
Pfizer Inc. and Wal-Mart Stores, Inc. The Underlying
_____________
dt 1483320
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – Accelerated PortfolIo Debt
Securities Notes Due November 5, 2002 (the "Securities")*;
WHEREAS, the Securities will be issued under an Indenture, dated as of
September 1, 1987, between the Company and Citibank, N.A. , as Trustee (the
"Trustee"), as supplemented and amended by supplemental indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,
October 1, 1995,
_____________
dt 1478107
;
| More... |
| Full Doc
| 2004 |
Code of Ethics and Business Conduct
Code of Ethics and Business Conduct (10K)
Doc #204506: This document is immediately available for purchase, but does not have a preview available for viewing.
204506
|
Exxon Mobil
As referenced in this Code of Ethics and Business Conduct:
exxon – 14
CODE OF ETHICS AND BUSINESS CONDUCT
Ethics Policy
The policy of Exxon Mobil Corporation is to comply with all governmental laws, rules, and regulations applicable to
mobil – nbsp;
CODE OF ETHICS AND BUSINESS CONDUCT
Ethics Policy
The policy of Exxon Mobil Corporation is to comply with all governmental laws, rules, and regulations applicable to its
exxon – making disclosure decisions.
1
Conflicts of Interest Policy
It is the policy of Exxon Mobil Corporation that directors, officers, and employees are expected to avoid any actual or
mobil – disclosure decisions.
1
Conflicts of Interest Policy
It is the policy of Exxon Mobil Corporation that directors, officers, and employees are expected to avoid any actual or apparent
exxon – from competing with the Corporation.
Corporate Assets Policy
It is the policy of Exxon Mobil Corporation that directors, officers, and employees are expected to protect the assets of
dt 6706
| |
Preview
Full Doc
| 2003 |
Third-Quarter 2003 Conference Call Script
Third-Quarter 2003 Conference Call Script (18K)
Doc #251837: Click preview link for longer preview.
Third-Quarter 2003 Conference Call Script
November 10, 2003
Operator:
---------
Ladies and gentlemen, welcome to the Foster Wheeler Ltd. third-quarter earnings
conference call.
(Operator instructions to participants.)
I would now like to turn the call over to Richard Tauberman, who currently leads
the company's communications team. Please begin, sir.
Richard Tauberman:
------------------
Thank you, operator.
Good morning everyone, and thank you for joining us today. Our news release
announcing our third-quarter 2003 results was issued early this morning. We hope
that you have had an opportunity to see it. The news release has also been
posted to our Web site at www.fwc.com. In addition, we plan to file our
third-quarter 2003 Form 10-Q today with the Securities and Exchange Commission.
Before turning to the discussion of our financial results, let me remind you
that any comments made today about future operating results or other future
events are forward-looking statements under the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995. Actual results may differ
substantially from such forward-looking statements. A discussion of factors that
could cause actual results to vary is contained in Foster Wheeler's annual and
quarterly reports filed with the SEC.
1
{PAGE}
As you are probably aware, Foster Wheeler has filed documents with the
Securities and Exchange Commission related to the company's proposed debt
exchanges and we continue to be in a "quiet period." On the advice of counsel,
we will not be opening up the call to questions. We intend to resume our regular
Q&A sessions at the appropriate time.
I'd like to introduce Ray Milchovich, Chairman, President and CEO of the company
and Ken Hiltz, CFO, who will provide commentary on the quarter.
Ray Milchovich:
---------------
Thank you, Richard, good morning every one and thank you for joining us.
First off I want to say that I appreciate your understanding that due to our
continuing quiet period and the advice of counsel, our conference call again
this quarter will not have the normal question and answer session. We have
attempted in our prepared remarks to answer some of the questions that you might
have asked.
As you are probably aware, this past Friday we announced that, effective
November 14, 2003, the New York Stock Exchange will suspend trading in our
common stock and the 9% FW Preferred Capital Trust I shares. We fully expect
that both securities will be immediately eligible for quotation and trading on
the Over-the-Counter Bulletin Board, effective with the opening of business on
November 14, 2003.
It is important to understand that the Exchange's decision is the result of our
anticipated inability to meet the Exchange's minimum book value of stockholders'
251837
|
Foster Wheeler
As referenced in this Third-Quarter 2003 Conference Call Script:
Foster Wheeler – CALL SCRIPT
{TEXT}
{PAGE}
EXHIBIT 99.2
Third-Quarter 2003 Conference Call Script
November 10, 2003
Operator:
---------
Ladies and gentlemen, welcome to the Foster Wheeler Ltd. third-quarter earnings
conference call.
(Operator instructions to participants.)
I would now like to turn the call over to Richard Tauberman,
_____________
Foster Wheeler – results may differ
substantially from such forward-looking statements. A discussion of factors that
could cause actual results to vary is contained in Foster Wheeler 's annual and
quarterly reports filed with the SEC.
1
{PAGE}
As you are probably aware, Foster Wheeler has filed documents with
_____________
Foster Wheeler – to vary is contained in Foster Wheeler's annual and
quarterly reports filed with the SEC.
1
{PAGE}
As you are probably aware, Foster Wheeler has filed documents with the
Securities and Exchange Commission related to the company's proposed debt
exchanges and we continue to be
_____________
Foster Wheeler – the UK and
Continental Europe. Our North American power business posted third-quarter
earnings on plan and above last year's performance.
o Foster Wheeler South Africa Limited, a subsidiary of Foster
Wheeler Limited of the UK, was awarded a major contract for
engineering, procurement and construction
_____________
Foster
Wheeler – power business posted third-quarter
earnings on plan and above last year's performance.
o Foster Wheeler South Africa Limited, a subsidiary of Foster
Wheeler Limited of the UK, was awarded a major contract for
engineering, procurement and construction management by Sasol
Synfuels Limited for a new
_____________
dt 96917
;
| Richard Tauberman
|
Preview
Full Doc
| 2002 |
Consulting Agreement
Consulting Agreement (17K)
Doc #1701856: Click preview link for longer preview.
CONSULTING AGREEMENT
AGREEMENT made as of the 9th day of April, 2002 (the "Effective Date"),
between AMERICAN ENERGY SERVICES, INC., with offices at 7224 Lawndale, Houston,
Texas 77012 ("Company"), and ROY HILL, residing at _________________
("Consultant").
W I T N E S S E T H:
WHEREAS, in recognition of the Consultant's experience and abilities, the
Company desires to assure itself of the services of the Consultant in accordance
with and subject to the terms and conditions . . .
1701856
|
Exxon Mobil
As referenced in this Consulting Agreement:
Exxon Mobil Corp – 5) years from such date (the "Term").
3. POSITION; DUTIES. During the Term, the Consultant shall perform such
services including, but not limited to, the pursuit of business relationships
with Exxon Mobil Corp ., Anadarco Petroleum Corporation, Calpine Corporation,
utility companies or agencies in the state of Texas and several other major oil
and gas companies or agencies. Consultant will also assist the
_____________
dt 1636711
;
| |
| Full Doc
| 2007 |
Death Benefit Plan
Death Benefit Plan (18K)
Doc #3192826: This document is immediately available for purchase, but does not have a preview available for viewing.
3192826
| | |
Preview
Full Doc
| 2003 |
Development Agreement
Development Agreement (29K)
Doc #147075: Click preview link for longer preview.
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (the "Agreement") is effective as of the
22nd day of November, 2002 ("Effective Date"), by and between AMERICAN NATURAL
ENERGY CORPORATION ("ANEC"), an Oklahoma corporation, and EXXON MOBIL
CORPORATION ("ExxonMobil"), a New Jersey Corporation hereinafter collectively
referred to as the ("Parties") or individually as a ("Party").
WITNESSETH:
WHEREAS, ANEC is currently the holder of the rights of lessee under the
"Bayou Couba Lease" (as herein defined); and
WHEREAS, ExxonMobil is the owner of certain mineral fee interests in
the "ExxonMobil Lands" (as herein defined); and
WHEREAS, ANEC owns a 3-D seismic survey covering all of a 23.138 square
mile area as indicated on Exhibit "A" hereto; and
WHEREAS, the Parties desire to establish and create an Area of Mutual
Interest ("AMI"), which shall be defined as the area lying within the red
outline, as set forth on Exhibit "A" hereto, covering approximately 8,427 acres;
and
WHEREAS, the Parties desire to set forth the Parties' agreement to
jointly develop the AMI.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
CONTENTS
--------
ARTICLE PAGE
------- ----
1. DEFINITIONS 2
2. SEISMIC 3
3. ESTABLISHMENT OF AMI 4
4. OPERATIONS WITHIN THE AMI 5
5. CONFIDENTIALITY 7
6. TERM 7
7. PRODUCTION HANDLING AND GAS LIFT SUPPORT 8
8. MISCELLANEOUS 8
1
{PAGE}
ARTICLE 1.
DEFINITIONS
The following terms shall have the following meanings for purposes of
this Agreement:
1.01 "Acreage" shall mean all fee mineral interests, term mineral
interests, mineral leasehold rights, prescribed interests, farm-in rights, force
pooled acreage, rights under voluntary unitization agreements, option rights,
and all other rights, whether by recorded instruments or under contract, giving
rise to the right to drill upon lands lying within the geographic boundaries of
an AMI.
1.02 "Affiliate" shall mean any Company that is owned or controlled by
a Party. Ownership or control is deemed to exist if fifty percent (50%) or more
of the stock of such company, having the right to vote for directors, is owned
or controlled, directly or indirectly, by the particular Party. An Affiliate of
a Party also includes any company that is owned or controlled, directly or
indirectly, by any other company that is owned or controlled by a Party. An
Affiliate of a Party also includes any parent company that owns or controls,
directly or indirectly, fifty percent (50%) or more of the voting shares,
partnership interests or voting rights, or other equity interest of such Party.
1.03 "AMI" or "Area of Mutual Interest" shall mean the area lying
within the red outline, as set forth on Exhibit "A" hereto, covering
approximately 8,427 acres.
1.04 "AMI JOA" shall mean the AAPL Form 610-1982 Model Form Operating
Agreement, as modified, attached as Exhibit "B" hereto.
1.05 "Bayou Couba Lease" shall mean all of the undivided working
interest owned by ANEC in a 1,319.991 gross acre divided portion of that certain
Oil, Gas, and Mineral Lease from Delta Securities Company, Inc. as Lessor to
Gulf Refining Company as Lessee dated November 14, 1941, recorded in Entry No.
1458, Conveyance Book SS, Folio 382, of the records of St. Charles Parish,
Louisiana.
1.06 "Confidential Data" shall mean all geological, geophysical or
reservoir information, including, without limitation, the 3D Seismic (and
reprocessed 3D Seismic), logs or other information pertaining to the progress,
tests or results of any well drilled within the AMI, furnished by one Party to
the other pursuant to this Agreement which is not otherwise available in the
public domain.
1.07 "Drilling Prospects" shall mean any geologic presentation proposed
in a Notice which shall be specifically identified as to (a) a legal geographic
location of the initial wellbore, (b) maximum depth to be drilled, (c) the
estimated cost to drill the well and (c) anticipated areal extent of a proposed
prospect area surrounding such unit and well (not to exceed 1280 acres), unless
otherwise agreed by the Parties.
147075
|
Exxon Mobil
As referenced in this Development Agreement:
exxon – 2002 ("Effective Date"), by and between AMERICAN NATURAL
ENERGY CORPORATION ("ANEC"), an Oklahoma corporation, and EXXON MOBIL
CORPORATION ("ExxonMobil"), a New Jersey Corporation hereinafter collectively
referred to as the ("Parties")
mobil
– Effective Date"), by and between AMERICAN NATURAL
ENERGY CORPORATION ("ANEC"), an Oklahoma corporation, and EXXON MOBIL
CORPORATION ("ExxonMobil"), a New Jersey Corporation hereinafter collectively
referred to as the ("Parties") or
"exxon – by and between AMERICAN NATURAL
ENERGY CORPORATION ("ANEC"), an Oklahoma corporation, and EXXON MOBIL
CORPORATION ("Exxon Mobil"), a New Jersey Corporation hereinafter collectively
referred to as the ("Parties") or individually as
mobil" – and between AMERICAN NATURAL
ENERGY CORPORATION ("ANEC"), an Oklahoma corporation, and EXXON MOBIL
CORPORATION ("ExxonMobil" ), a New Jersey Corporation hereinafter collectively
referred to as the ("Parties") or individually as
exxon – of the rights of lessee under the
"Bayou Couba Lease" (as herein defined); and
WHEREAS, Exxon Mobil is the owner of certain mineral fee interests in
the "ExxonMobil Lands" (as herein
dt 2312
;
AAPL
As referenced in this Development Agreement:
AAPL – Exhibit "A" hereto, covering
approximately 8,427 acres.
1.04 "AMI JOA" shall mean the AAPL Form 610-1982 Model Form Operating
Agreement, as modified, attached as Exhibit "B" hereto.
dt 69326
;
| American Natural Energy Corp.
|
Preview
Full Doc
| 2000 |
Employee Savings Plan [1992]
Employee Savings Plan [1992] (211K)
Doc #237513: Click preview link for longer preview.
BASF CORPORATION
EMPLOYEE SAVINGS PLAN
Effective January 1, 1992
September 28, 1992
{PAGE}
BASF CORPORATION EMPLOYEE SAVINGS PLAN
TABLE OF CONTENTS
INTRODUCTION i
ARTICLE I - DEFINITIONS
1.01 Accrued Benefit 1
1.02 Actual Deferral Percentage 1
1.03 Affiliate 2
1.04 After-Tax Contribution 2
1.05 Before-Tax Contribution 2
1.06 Beneficiary 3
1.07 Board of Directors 3
1.08 Committee 3
1.09 Compensation 3
1.10 Contributions 5
1.11 Contribution Percentage 6
1.12 Corporation 6
1.13 Disability 6
1.14 Early Retirement 6
1.15 Effective Date 6
1.16 Elective Deferrals 7
1.17 Employee 7
1.18 Employer 8
1.19 Employer Matching Contribution Account 8
1.20 Employer Matching Contributions 9
1.21 Excess Aggregate Contributions 9
1.22 Excess Contributions 9
1.23 Excess Deferrals 10
1.24 Employment Date 11
1.25 ERISA 11
1.26 Family Member 11
1.27 Fiduciary 11
1.28 Forfeiture 11
1.29 Former Participant 11
1.30 Hardship 11
1.31 Highly Compensated Employee 12
1.32 Hour of Service 16
1.33 Individual Account 16
ii
{PAGE}
1.34 Individual Retirement Account 16
1.35 Investment Fund 16
1.36 Investment Manager 16
1.37 IRC 17
1.38 Limitation Year 17
1.39 Non-Participating Contributions 17
1.40 Non-Participating Contribution Account 17
1.41 Normal Retirement Age 17
1.42 Over-The-Road Driver 17
1.43 Participant 17
1.44 Participant Loan Fund 18
1.45 Participating Contributions 18
1.46 Participating Contribution Account 18
1.47 Period of Employment 18
1.48 Period of Severance 20
1.49 Plan 20
1.50 Plan Year 20
1.51 Predecessor Plan 20
1.52 Predecessor Plan Account 21
1.53 Qualified Nonelective Contributions 21
1.54 Qualified Plan Rollover Contribution 21
1.55 Reemployment Date 21
1.56 Rollover Account 21
1.57 Rollover Contribution 21
1.58 Severance from Service Date 21
1.59 Special Stock Fund 22
1.60 Spouse 22
1.61 Trust 22
1.62 Trust Agreement 22
1.63 Trustee 22
1.64 Valuation Date 23
ARTICLE II - ELIGIBILITY AND PARTICIPATION
2.01 Eligibility 23
2.02 Participation 24
2.03 Beneficiary Designation 25
ARTICLE III - CONTRIBUTIONS
3.01 Participating Contributions 26
3.02 Employer Matching Contributions 27
3.03 Non-Participating Contributions 28
iii
{PAGE}
3.04 Maximum Deductible Contributions and 29
Statutory Limitation on Contributions
3.05 Election 38
3.06 Predecessor Plan Accounts 38
3.07 Rollover Contributions 38
ARTICLE IV - INVESTMENT OPTIONS AND FUNDS
4.01 Investment Options 40
4.02 Direction of Investments 41
4.03 Investment Fund Transfers 42
ARTICLE V - ALLOCATION TO INDIVIDUAL ACCOUNTS
5.01 Individual Accounts 43
5.02 Allocation of Contributions 43
5.03 Allocation of Adjustment 44
5.04 Equitable Allocations 44
5.05 Maximum Additions 44
ARTICLE VI - DISTRIBUTIONS AND VESTING
6.01 Vesting of Participant's Accounts 46
6.02 Vesting of Employer Matching Account 46
6.03 Retirement 47
6.04 Disability 47
6.05 Death Before Retirement or Termination 48
of Employment
6.06 Severance from Service 48
6.07 Method of Payment 49
6.08 Benefits to Minors and Incompetents 54
6.09 Payment of Benefits 55
ARTICLE VII - WITHDRAWALS
7.01 Withdrawals Generally 62
7.02 Order of Withdrawals 62
7.03 Withdrawal Because of Hardship 64
7.04 Projected Interest on Withdrawals 65
7.05 IRC Section 72 65
7.06 Qualified Domestic Relations Orders 65
iv
{PAGE}
ARTICLE VIII - FUNDING
8.01 Contributions 66
8.02 Trustee 67
ARTICLE IX - FIDUCIARIES
9.01 General 67
9.02 Corporation 68
9.03 Trustee 68
9.04 Committee 68
9.05 Missing Persons 70
9.06 Indemnification of Fiduciaries 70
ARTICLE X - AMENDMENT AND TERMINATION OF PLAN
10.01 Amendment of the Plan 71
10.02 Termination of the Plan 71
10.03 Allocation of Assets 72
10.04 Application of Assets 72
10.05 Merger, Consolidation and Transfers of 73
Assets or Liabilities
ARTICLE XI - PROVISIONS RELATING TO EMPLOYERS INCLUDED IN PLAN
11.01 Method of Participation 74
11.02 Withdrawal 74
ARTICLE XII - TOP HEAVY PROVISIONS
12.01 Definitions 75
12.02 Top Heavy Plan 78
ARTICLE XIII - MISCELLANEOUS
13.01 Governing Law 80
13.02 Construction 81
13.03 Administration Expenses 81
13.04 Participant's Rights; Acquittance 81
13.05 Spendthrift Clause 81
13.06 Return of Contributions 82
13.07 Counterparts 82
v
{PAGE}
ARTICLE XIV - LOANS
14.01 Loans to Participants 82
ARTICLE XV - ADOPTION OF THE PLAN 86
ARTICLE XVI - SPECIAL PROVISIONS WITH RESPECT TO EMPLOYEES OF
DETROIT MILFORD AVENUE LABORATORY
16.01 Detroit Plan 86
ARTICLE XVII - SPECIAL PROVISIONS WITH RESPECT TO EMPLOYEES OF
CERTAIN PREDECESSOR PLANS
17.01 BSM Plan 88
17.02 Knoll Plan 88
17.03 FDO Plan 89
17.04 Polysar Plan 90
17.05 Wintershall Plan 90
17.06 Information Systems Plan 91
17.07 Olin Plan 92
17.08 Mobil Plan 93
vi
{PAGE}
INTRODUCTION
Effective January 1, 1992, BASF Corporation hereby amends and restates the BASF
Corporation Employee Savings Plan, effective January 1, 1987 (the "Plan"). The
provisions of certain sections of the Plan shall become effective as of the
dates specified in such sections.
The purpose of this Plan, which shall be qualified as a profit sharing plan
under applicable governmental rules, is to provide additional incentive and
retirement security for eligible employees of participating Employers.
It is intended that this Plan, together with the Trust Agreement, meet all the
requirements of the Employee Retirement Income Security Act of 1974 and the Plan
shall be interpreted to comply with the terms of the Act and all formal
regulations and rulings issued under such Act and amendments thereto. It is
further intended that the Plan shall be qualified under Sections 401(a), 401(k)
and 401(m) of the Internal Revenue Code, and that the trust established for the
Plan shall be a qualified trust and exempt from taxation under Section 501(a) of
such Code.
i
{PAGE}
ARTICLE I
DEFINITIONS
As used herein, unless otherwise required by the context, the following words
and phrases shall have the meanings indicated:
1.01 Accrued Benefit, as used in regard to a Participant's or Former
Participant's Individual Account or stipulated portion thereof, means,
as of any date, the account balance as of the most recent Valuation
Date plus Contributions made to the Trust since such Valuation Date on
behalf of such Participant reduced by any withdrawals and
distributions.
1.02 Actual Deferral Percentage, for a specified group of Employees for a
Plan Year, shall mean the average of the ratios (calculated separately
for each Employee in such group) of:
(i) the amount of Before-Tax Contributions actually paid over
to the Trust on behalf of each such Employee for such Plan Year, to
(ii) the Employee's Compensation for such Plan Year. For these
purposes, a Before-Tax Contribution shall be taken into account for a
Plan Year only if it is allocated to the Employee under the Plan as of
a date within that Plan Year and relates to compensation that either
would have been received by the Employee in the Plan Year (but for the
deferral election) or is attributable to services performed by the
Employee in the Plan Year and would have been received by the Employee
within 2-1/2 months after the close of the Plan Year (but for the
deferral election). A Before-Tax Contribution is considered allocated
as of a date within a Plan Year only if (i) the allocation is not
contingent upon the Employee's participation in the Plan or performance
of services on any date subsequent to that date and (ii) the Before-Tax
Contribution is actually paid to the trust no later than the end of the
12-month period immediately following the Plan Year to which the
contribution relates.
For purposes of computing an Employee's Actual Deferral Percentage for
a Plan Year, Compensation shall be limited to only that Compensation
received by the Employee while such Employee is eligible to participate
in the Plan.
1.03 Affiliate means the Employer and any corporation which is a member of a
controlled group of corporations (as defined in Section 414(b) of the
Code) which includes the Employer; any trade or business (whether or
not incorporated) which is under common control (as defined in Section
414(c) of the Code) with the
237513
|
BASF
As referenced in this Employee Savings Plan [1992]:
BASF – 4
{SEQUENCE}3
{FILENAME}0003.txt
{DESCRIPTION}EMPLOYEE SAVINGS PLAN
{TEXT}
EXHIBIT 4.4
{PAGE}
BASF CORPORATION
EMPLOYEE SAVINGS PLAN
Effective January 1, 1992
September 28, 1992
{PAGE}
BASF CORPORATION EMPLOYEE
BASF – 4
{PAGE}
BASF CORPORATION
EMPLOYEE SAVINGS PLAN
Effective January 1, 1992
September 28, 1992
{PAGE}
BASF CORPORATION EMPLOYEE SAVINGS PLAN
TABLE OF CONTENTS
INTRODUCTION i
ARTICLE I - DEFINITIONS
1.01 Accrued
BASF – Olin Plan 92
17.08 Mobil Plan 93
vi
{PAGE}
INTRODUCTION
Effective January 1, 1992, BASF Corporation hereby amends and restates the BASF
Corporation Employee Savings Plan, effective January 1, 1987 (
BASF
– 93
vi
{PAGE}
INTRODUCTION
Effective January 1, 1992, BASF Corporation hereby amends and restates the BASF
Corporation Employee Savings Plan, effective January 1, 1987 (the "Plan"). The
provisions of certain
BASF – of Directors of the Corporation.
1.08 Committee means the Pension and Benefits Committee of BASF Corporation
as described in Section 9.04.
1.09 Compensation means (a) the base pay
dt 64295
;
|
UAW
As referenced in this Employee Savings Plan [1992]:
United Auto Workers – 1, 1987, hourly employees
located at Detroit Milford Avenue Laboratory decertified Local
412 of the United Auto Workers of America as its
representative for collective bargaining purposes with BASF
Corporation Inmont Division ("
_____________
dt 85007
|
Preview
Full Doc
| 2004 |
Extended Provisions for Restricted Stock Agreements
Extended Provisions for Restricted Stock Agreements (11K)
Doc #204504: Click preview link for longer preview.
November 26, 2003
Exxon Mobil Corporation
Extended Provisions for Restricted Stock Agreements
1.
Effective Date and Issuance of Restricted Stock. If Grantee completes, signs, and returns the signature page of this Agreement to the Corporation in Dallas County, Texas, U.S.A. on or before March 12, 2004, this Agreement will become effective the date the Corporation receives and accepts the signature page in Dallas County, Texas, U.S.A. After this Agreement becomes effective, the Corporation will, subject to paragraph 5, issue to Grantee, on a . . .
204504
|
Exxon Mobil
As referenced in this Extended Provisions for Restricted Stock Agreements:
exxon – s New Roman" size=2>EXHIBIT 10(iii)(j)
November 26, 2003
Exxon Mobil Corporation
Extended Provisions for Restricted Stock Agreements
1.
Effective Date and
mobil – s New Roman" size=2>EXHIBIT 10(iii)(j)
November 26, 2003
Exxon Mobil Corporation
Extended Provisions for Restricted Stock Agreements
1.
Effective Date and Issuance
dt 6704
| |
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