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Preview Full Doc	2009	Dealer-Manager Agreement Dealer-Manager Agreement (97K) Doc #3335317: Click preview link for longer preview. 3335317	USA Technologies USA Technologies, Inc. ( Business Services )
Preview Full Doc	2009	Dealer Manager Agreement Dealer Manager Agreement (76K) Doc #3357297: Click preview link for longer preview. 3357297	Pomeroy IT Pomeroy IT Solutions, Inc. ( Computer Hardware )
Preview Full Doc	2007	Dealer Manager Agreement Dealer Manager Agreement (89K) Doc #2699386: Click preview link for longer preview. FORM OF DEALER MANAGER AGREEMENT TITAN INTERNATIONAL, INC. DEALER MANAGER AGREEMENT February [ï¿½], 2007 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 Ladies and Gentlemen: 1. General. Titan International, Inc., an Illinois corporation (the ï¿½Companyï¿½), plans to make an offer ( . . . 2699386	Titan Int'l Titan International, Inc. ( Auto & Truck Parts ) As referenced in this Dealer Manager Agreement: TITAN INTERNATIONAL, INC – exv1w1 EX-1.1 2 k11509aexv1w1.htm FORM OF DEALER MANAGER AGREEMENT Exhibit 1.1 FORM OF DEALER MANAGER AGREEMENT TITAN INTERNATIONAL, INC . DEALER MANAGER AGREEMENT February [?], 2007 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World _____________ Titan International, Inc – PIERCE, FENNER & SMITH INCORPORATED Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 Ladies and Gentlemen: 1. General. Titan International, Inc ., an Illinois corporation (the ?Company?), plans to make an offer (the ?Offer?) to increase the conversion rate to holders of any and all of up to $81,200,000 _____________ Titan International, Inc – copy to: Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 Facsimile No. (646) 848-7678 Attention: Lisa L. Jacobs, Esq. and (b) If to the Company: Titan International, Inc . 2701 Spruce Street Quincy, Illinois 62301 Facsimile No. (217) 228-3040 Attention: Cheri T. Holley, Vice President, Secretary and General Counsel with a copy to: Bodman LLP 6th Floor _____________ TITAN INTERNATIONAL, INC – in the space provided below for that purpose and returning to us a copy of this letter, whereupon this letter shall constitute a binding agreement among us. Very truly yours, TITAN INTERNATIONAL, INC . By: Name: Title: Accepted as of the date first above written: MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: Name: Title: Schedule I COMPENSATION The _____________ Titan International Inc – 10-K for the year ended December 31, 2005 under ?Properties? and ?Legal Proceedings? that is incorporated by reference in the Offer to Increase Conversion Rate Upon the Conversion of Titan International Inc .?s 5.25% Senior Convertible Notes due 2009 (?Offering?) has been reviewed by me and is correct in all material respects and to the best of my knowledge, there _____________ dt 1748855 ;	U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Dealer Manager Agreement: U.S. Bank National Association, – terms and, when any Company Shares are issued and delivered by the Company [pursuant to the terms of the Indenture dated as of July 26, 2004 between the Company and U.S. Bank National Association, as trustee, and] as provided in the Offer Material, such Company Shares will be validly issued and fully paid and non-assessable; the Company Shares conform in all material _____________ dt 1701442
Preview Full Doc	2007	Dealer Manager Agreement Dealer Manager Agreement (97K) Doc #2703668: Click preview link for longer preview. DEALER MANAGER AGREEMENT October 19, 2006 Citigroup Global Markets, Inc. 390 Greenwich Street, 4th Floor New York, NY 10013 USA Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 USA UBS Securities LLC 677 Washington Blvd. Stamford, CT 06901 USA Ladies and Gentlemen: 1. Offer. The Republic of Uruguay (the ï¿½Republicï¿½) plans to make an invitation to holders of certain outstanding bonds as set forth on Schedule I hereto (collectively the ï¿½Eligible Bondsï¿½) to submit offers to exchange Eligible Bonds for up to U.S.$600,000,000 8.00% . . . 2703668	Uruguay Republic of Uruguay Republic of ; BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of New York, – Eligible Bonds for cash. The New Bonds will be issued pursuant to an Indenture dated May 29, 2003 (the ?Indenture?), among the Republic, Banco Central, as financial agent, and The Bank of New York, as trustee (the ?Trustee?). The Dealer Manager Agreement and the Indenture (together, the ?Agreements?) and the New Bonds are more fully described in the Registration Statement and Offer Materials _____________ Bank of New York, – the Securities Act of 1933, as amended (the ?Securities Act?) and pursuant to an indenture, (the ?Indenture?) among the Republic, Banco Central, as the Republic?s financial agent, and The Bank of New York, as trustee (the ?Trustee?), the form of which is incorporated by reference into the Registration Statement referred to below. Such registration statement, as of its most recent effective date ( _____________ dt 1726717 ;	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Dealer Manager Agreement: Citigroup Global Markets, Inc – EX-99.1 EX-99.1 2 y28522a8exv99w1.htm EX-99.1: CONFORMED COPY OF THE DEALER MANAGER AGREEMENT Exhibit 1 DEALER MANAGER AGREEMENT October 19, 2006 Citigroup Global Markets, Inc . 390 Greenwich Street, 4th Floor New York, NY 10013 USA Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 USA UBS Securities LLC 677 Washington Blvd. Stamford, _____________ Citigroup Global Markets Inc – writing and shall be deemed to have been duly given if delivered personally or sent by mail or facsimile transmission, to the parties hereto as follows: (1) If to you: Citigroup Global Markets Inc . 390 Greenwich Street, 4th Floor New York, NY 10013 USA Attention: Liability Management Department Fax: (212) 723-8672 Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 _____________ CITIGROUP GLOBAL MARKETS INC – between us. Very truly yours, REPUBLICA ORIENTAL DEL URUGUAY By: /s/ Carlos Stneri Name: Carlos Stneri Title: Director, Debt Management Office Accepted as of the date first set forth above: CITIGROUP GLOBAL MARKETS INC . By: /s/ Christopher Gilfond Name: Christopher Gilfond Title: Managing Director MORGAN STANLEY & CO. INCORPORATED By: /s/ Arthur M. Rubin Name: Arthur M. Rubin Title: Executive Director UBS SECURITIES _____________ Citigroup Global Markets Inc – Turkey United Kingdom S-II ANNEX I FORM OF OPINION OF DR. ENRIQUE GUERRA, COUNSEL TO THE MINISTRY OF ECONOMY AND FINANCE OF THE REPUBLIC OF URUGUAY October 19, 2006 Citigroup Global Markets Inc . 390 Greenwich Street New York, New York 10013 United States Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 United States UBS Securities LLC 677 Washington _____________ Citigroup Global Markets Inc – to you pursuant to Section 9(g) of the Dealer Manager Agreement dated as of October 19, 2006 (the Dealer Manager Agreement) among Repblica Oriental del Uruguay (the Republic) and Citigroup Global Markets Inc ., Morgan Stanley & Co. Incorporated and UBS Securities LLC as the Dealer Managers named in the Dealer Manager Agreement, relating to the Republics offer to holders of the outstanding _____________ dt 1711037 ; Cleary Gottlieb Cleary, Gottlieb, Steen & Hamilton ( Legal ) As referenced in this Dealer Manager Agreement: Cleary, Gottlieb – state that his opinion is limited to matters of Uruguayan law and may rely as to all matters of United States federal and New York law upon the opinion of Cleary, Gottlieb , Steen & Hamilton, referred to in paragraph (h) of this Section 9. (h) On each of the Commencement Date and the Settlement Date, Cleary, Gottlieb, Steen & Hamilton, United _____________ Cleary, Gottlieb – law upon the opinion of Cleary, Gottlieb, Steen & Hamilton, referred to in paragraph (h) of this Section 9. (h) On each of the Commencement Date and the Settlement Date, Cleary, Gottlieb , Steen & Hamilton, United States counsel for the Republic and Banco Central, shall have furnished to you their written opinions, dated the respective date of delivery thereof in substantially _____________ CLEARY GOTTLIEB – 7.875% due 2027 A-I-8 Annex B New Bonds 8.00% Bonds due 2022 7.625% Bonds due 2036 A-I-9 ANNEX II FORM OF OPINION OF CLEARY GOTTLIEB October 19, 2006 Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013 United States Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 _____________ CLEARY GOTTLIEB – other person, or make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein. Very truly yours, CLEARY GOTTLIEB STEEN & HAMILTON LLP By: Andr?s de la Cruz, a Partner A-II-4 _____________ dt 1728809
Preview Full Doc	2007	Dealer-Manager Agreement Dealer-Manager Agreement (113K) Doc #2708875: Click preview link for longer preview. ATLAS RESOURCES PUBLIC #16-2007 PROGRAM ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT TABLE OF CONTENTS Page 1. Description of Program and Units 1 2. Representations, Warranties and Agreements of the Managing General . . . 2708875	Atlas America Public #15-2005 Atlas America Public #15-2005
Preview Full Doc	2007	Dealer-Manager Agreement Dealer-Manager Agreement (113K) Doc #2708887: Click preview link for longer preview. ATLAS RESOURCES PUBLIC #16-2007 PROGRAM ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT TABLE OF CONTENTS Page 1. Description of Program and Units 1 2. Representations, Warranties and Agreements of the Managing General . . . 2708887	Atlas America Public #16-2007 Program Atlas America Public #16-2007 Program
Preview Full Doc	2007	Dealer Manager Agreement Dealer Manager Agreement (60K) Doc #2709405: Click preview link for longer preview. DEALER MANAGER AGREEMENT January [ ], 2007 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Ladies and Gentlemen: 1. Exchange Offer. Headwaters Incorporated, a Delaware corporation (the ï¿½*Companyï¿½), plans to make an offer to exchange up to $172,500,000 aggregate principal amount of its currently outstanding 2⁷/8% Convertible Senior Subordinated Notes due 2016 (the ï¿½Old Securitiesï¿½) that are convertible into shares of common stock, par value $0.001 per share (the ï¿½Common Stock*ï¿½), of the Company for (i) up to $172,500, . . . 2709405	Headwaters Headwaters Inc. ( Coal )
Preview Full Doc	2007	Dealer-Manager Agreement Dealer-Manager Agreement (113K) Doc #2738170: Click preview link for longer preview. ATLAS RESOURCES PUBLIC #16-2007 PROGRAM ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT TABLE OF CONTENTS Page 1. Description of Program and Units 1 2. Representations, Warranties and Agreements of the Managing General . . . 2738170
Preview Full Doc	2007	Dealer-Manager Agreement Dealer-Manager Agreement (113K) Doc #2749733: Click preview link for longer preview. ATLAS RESOURCES PUBLIC #16-2007 PROGRAM ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT TABLE OF CONTENTS Page 1. Description of Program and Units 1 2. Representations, Warranties and Agreements of the Managing General . . . 2749733	Mbna Credit Card Master Note Trust Mbna Credit Card Master Note Trust
Preview Full Doc	2007	Dealer-Manager Agreement Dealer-Manager Agreement (113K) Doc #2749734: Click preview link for longer preview. ATLAS RESOURCES PUBLIC #16-2007 PROGRAM ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT TABLE OF CONTENTS Page 1. Description of Program and Units 1 2. Representations, Warranties and Agreements of the Managing General . . . 2749734	Mbna America Bank National Association Mbna America Bank National Association
Preview Full Doc	2007	Dealer-Manager Agreement Dealer-Manager Agreement (113K) Doc #2749735: Click preview link for longer preview. ATLAS RESOURCES PUBLIC #16-2007 PROGRAM ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT TABLE OF CONTENTS Page 1. Description of Program and Units 1 2. Representations, Warranties and Agreements of the Managing General . . . 2749735	Mbna America Bk NAT Assoc Mbna Master Credit Card Trust II Mbna America Bk NAT Assoc Mbna Master Credit Card Trust II
Preview Full Doc	2007	Dealer Manager Agreement Dealer Manager Agreement (90K) Doc #2750000: Click preview link for longer preview. CapitalSource Inc. DEALER MANAGER AGREEMENT New York, New York February 13, 2007 Citigroup Global Markets Inc., as Dealer Manager 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: CapitalSource Inc., a corporation organized under the laws of Delaware (the ï¿½Companyï¿½), plans to make an offer (the ï¿½Exchange Offerï¿½) as described in the Registration Statement (as defined below), for any and all of its outstanding 3.5% Senior Convertible Debentures due 2034 (the ï¿½Existing Debenturesï¿½) in exchange for . . . 2750000	CapitalSource CapitalSource Finance LLC ( Financial ) ; Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Dealer Manager Agreement: Citigroup Global Markets Inc – exv1w1 EX-1.1 2 w30243a1exv1w1.htm EX-1.1 Exhibit 1.1 CapitalSource Inc. DEALER MANAGER AGREEMENT New York, New York February 13, 2007 Citigroup Global Markets Inc ., as Dealer Manager 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: CapitalSource Inc., a corporation organized under the laws of Delaware (the Company), plans to make _____________ Citigroup Global Markets Inc – only information furnished in writing by or on behalf of the Dealer Manager for inclusion therein (or in any amendment or supplement thereto): the name, address and telephone number of Citigroup Global Markets Inc ., as Dealer Manager. (c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a _____________ Citigroup Global Markets Inc – Agreement. 19 9. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Dealer Manager, will be mailed, delivered or telefaxed to Citigroup Global Markets Inc . at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, facsimile number (212) 816-7912; or, if sent to the Company or any Guarantor, will be mailed, _____________ Citigroup Global Markets Inc – shall mean the last time that validly tendered Existing Debentures may be withdrawn from the Exchange Offer before being accepted by the Company for exchange. You or your shall mean Citigroup Global Markets Inc . 22 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance _____________ Citigroup Global Markets Inc – Finance LLC By: /s/ Steven A. Museles Name: Steven A. Museles Title: Executive Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc . By: /s/ Guy Seebohm Name: Guy Seebohm Title: Director 23 Schedule I Dealer Manager Fee The Fee paid to Citigroup Global Markets Inc. shall be equal to 0.25% _____________ dt 1711183 ;	U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Dealer Manager Agreement: U.S. Bank National Association, – issued pursuant to an indenture dated as of July 7, 2004 among the Company, as issuer, CapitalSource Holdings LLC and CapitalSource Finance LLC (Finance or the Guarantor), as guarantors, and U.S. Bank National Association, as trustee (the Existing Debentures Trustee), as supplemented by the first supplemental indenture thereto dated as of October 18, 2004, among the Company, CapitalSource Holdings Inc., a Delaware corporation ( _____________ dt 1701584
Preview Full Doc	2007	Dealer Manager Agreement Dealer Manager Agreement (90K) Doc #2754089: Click preview link for longer preview. CapitalSource Inc. DEALER MANAGER AGREEMENT New York, New York February 13, 2007 Citigroup Global Markets Inc., as Dealer Manager 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: CapitalSource Inc., a corporation organized under the laws of Delaware (the ï¿½Companyï¿½), plans to make an offer (the ï¿½Exchange Offerï¿½) as described in the Registration Statement (as defined below), for any and all of its outstanding 3.5% Senior Convertible Debentures due 2034 (the ï¿½Existing Debenturesï¿½) in exchange for . . . 2754089	CapitalSource CapitalSource, Inc. As referenced in this Dealer Manager Agreement: CapitalSource Inc – exv1w1 EX-1.1 2 w30243a1exv1w1.htm EX-1.1 Exhibit 1.1 CapitalSource Inc . DEALER MANAGER AGREEMENT New York, New York February 13, 2007 Citigroup Global Markets Inc., as Dealer Manager 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: CapitalSource _____________ CapitalSource Inc – CapitalSource Inc. DEALER MANAGER AGREEMENT New York, New York February 13, 2007 Citigroup Global Markets Inc., as Dealer Manager 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: CapitalSource Inc ., a corporation organized under the laws of Delaware (the ?Company?), plans to make an offer (the ?Exchange Offer?) as described in the Registration Statement (as defined below), for any _____________ CapitalSource Inc – sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the Company and the Dealer Manager. Very truly yours, CapitalSource Inc . By: /s/ Steven A. Museles Name: Steven A. Museles Title: Executive Vice President CapitalSource Finance LLC By: /s/ Steven A. Museles Name: Steven A. Museles Title: Executive Vice President _____________ dt 1783866 ; Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Dealer Manager Agreement: Citigroup Global Markets Inc – exv1w1 EX-1.1 2 w30243a1exv1w1.htm EX-1.1 Exhibit 1.1 CapitalSource Inc. DEALER MANAGER AGREEMENT New York, New York February 13, 2007 Citigroup Global Markets Inc ., as Dealer Manager 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: CapitalSource Inc., a corporation organized under the laws of Delaware (the Company), plans to make _____________ Citigroup Global Markets Inc – only information furnished in writing by or on behalf of the Dealer Manager for inclusion therein (or in any amendment or supplement thereto): the name, address and telephone number of Citigroup Global Markets Inc ., as Dealer Manager. (c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a _____________ Citigroup Global Markets Inc – Agreement. 19 9. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Dealer Manager, will be mailed, delivered or telefaxed to Citigroup Global Markets Inc . at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, facsimile number (212) 816-7912; or, if sent to the Company or any Guarantor, will be mailed, _____________ Citigroup Global Markets Inc – shall mean the last time that validly tendered Existing Debentures may be withdrawn from the Exchange Offer before being accepted by the Company for exchange. You or your shall mean Citigroup Global Markets Inc . 22 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance _____________ Citigroup Global Markets Inc – Finance LLC By: /s/ Steven A. Museles Name: Steven A. Museles Title: Executive Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc . By: /s/ Guy Seebohm Name: Guy Seebohm Title: Director 23 Schedule I Dealer Manager Fee The Fee paid to Citigroup Global Markets Inc. shall be equal to 0.25% _____________ dt 1711192 ;	U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Dealer Manager Agreement: U.S. Bank National Association, – issued pursuant to an indenture dated as of July 7, 2004 among the Company, as issuer, CapitalSource Holdings LLC and CapitalSource Finance LLC (Finance or the Guarantor), as guarantors, and U.S. Bank National Association, as trustee (the Existing Debentures Trustee), as supplemented by the first supplemental indenture thereto dated as of October 18, 2004, among the Company, CapitalSource Holdings Inc., a Delaware corporation ( _____________ dt 1701593
Preview Full Doc	2007	Dealer-Manager Agreement Dealer-Manager Agreement (113K) Doc #2761491: Click preview link for longer preview. ATLAS RESOURCES PUBLIC #16-2007 PROGRAM ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT TABLE OF CONTENTS Page 1. Description of Program and Units 1 2. Representations, Warranties and Agreements of the Managing General . . . 2761491	Atlas America Public #16-2007 Program Atlas America Public #16-2007 Program
Preview Full Doc	2007	Dealer Manager Agreement Dealer Manager Agreement (135K) Doc #2768030: Click preview link for longer preview. DEALER MANAGER AGREEMENT March 29, 2007 PIPER JAFFRAY & CO. 345 California Street Suite 2400 San Francisco, CA 94104 Ladies/Gentlemen: 1. General. Oscient Pharmaceuticals Corporation, a Massachusetts corporation (the ï¿½Companyï¿½), proposes to offer to exchange (the ï¿½Exchange Offersï¿½) its 3.50% Convertible Senior Notes due 2011 (the ï¿½New Notesï¿½) for (i) up to $152,750,000 aggregate principal amount outstanding of its 3 ¹/2 % Senior Convertible Notes due 2011 (the ï¿½Existing 2011 Notesï¿½) and (ii) up to $22,310,000 aggregate principal amount outstanding of . . . 2768030	Vitro Vitro S.A. de C.V. ( Containers & Packaging ) ;	U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Dealer Manager Agreement: U.S. Bank National Association, – Date (as defined herein) and qualified on or prior to the Expiration Date (as defined herein), as amended or modified from time to time, (the Indenture), between the Company and U.S. Bank National Association, as trustee (the Trustee). Capitalized terms used herein without definition shall have their respective meanings set forth in or pursuant to the Exchange Offer Materials (as defined herein), notwithstanding _____________ dt 1701635
Preview Full Doc	2007	Dealer Manager Agreement Dealer Manager Agreement (135K) Doc #2768036: Click preview link for longer preview. DEALER MANAGER AGREEMENT March 29, 2007 PIPER JAFFRAY & CO. 345 California Street Suite 2400 San Francisco, CA 94104 Ladies/Gentlemen: 1. General. Oscient Pharmaceuticals Corporation, a Massachusetts corporation (the ï¿½Companyï¿½), proposes to offer to exchange (the ï¿½Exchange Offersï¿½) its 3.50% Convertible Senior Notes due 2011 (the ï¿½New Notesï¿½) for (i) up to $152,750,000 aggregate principal amount outstanding of its 3 ¹/2 % Senior Convertible Notes due 2011 (the ï¿½Existing 2011 Notesï¿½) and (ii) up to $22,310,000 aggregate principal amount outstanding of . . . 2768036	Zweig Fund Zweig Fund Inc /MD/ ;	U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Dealer Manager Agreement: U.S. Bank National Association, – Date (as defined herein) and qualified on or prior to the Expiration Date (as defined herein), as amended or modified from time to time, (the Indenture), between the Company and U.S. Bank National Association, as trustee (the Trustee). Capitalized terms used herein without definition shall have their respective meanings set forth in or pursuant to the Exchange Offer Materials (as defined herein), notwithstanding _____________ dt 1701636
Preview Full Doc	2007	Dealer Manager Agreement Dealer Manager Agreement (123K) Doc #2795349: Click preview link for longer preview. DEALER MANAGER AGREEMENT February 15, 2007 Citigroup Global Markets Inc. 388 Greenwich St. New York, New York 10013 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Ladies and Gentlemen: 1. Invitation. The Republic of Peru (ï¿½Peruï¿½) plans to make an invitation (the ï¿½Invitationï¿½) to holders of (i) 9.125% U.S. Dollar-Denominated Global Bonds due 2012 (the ï¿½2012 Bondsï¿½) to submit, in a reverse modified Dutch auction process (the ï¿½2012 Offerï¿½), offers to exchange 2012 Bonds for up to U.S.$750,000,000 of 8.375% U.S. Dollar-Denominated Global . . . 2795349	Peru Republic of Peru Republic of ; BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of New York, – Amendment No. 1, dated November 21, 2003, and Amendment No. 2, dated October 14, 2004, (the ?Fiscal Agency Agreement?), between the Republic and JPMorgan Chase Bank, N.A., currently The Bank of New York, (the ?Fiscal Agent?). The Dealer Manager Agreement and the Fiscal Agency Agreement (together, the ?Agreements?) and the New Bonds are more fully described in the Registration Statement and Invitation _____________ Bank of New York, – Fiscal Agency Agreement, dated as of February 6, 2003 (as amended to the time hereof, the ?Fiscal Agency Agreement?), between the Republic and JPMorgan Chase Bank, N.A. (currently, The Bank of New York, successor fiscal agent to JPMorgan Chase Bank, N.A.) (the ?Fiscal Agent?). We have examined the Registration Statement on Schedule B (File No. 333-139486) filed by the Republic _____________ dt 1727553 ; Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Dealer Manager Agreement: Citigroup Global Markets Inc – Agreement, dated February 17, 2007 EX-99.(I) 5 dex99i.htm CONFORMED COPY OF THE DEALER MANAGER AGREEMENT, DATED FEBRUARY 17, 2007 Exhibit I DEALER MANAGER AGREEMENT February 15, 2007 Citigroup Global Markets Inc . 388 Greenwich St. New York, New York 10013 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Ladies and Gentlemen: 1. Invitation. The Republic of Peru ( _____________ Citigroup Global Markets Inc – writing and shall be deemed to have been duly given if delivered personally or sent by mail or facsimile transmission, to the parties hereto as follows: (a) If to you: Citigroup Global Markets Inc . 388 Greenwich St. New York, New York 10013 Attn: Debt Capital Markets Facsimile: (212) 723-8658 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Attn: _____________ CITIGROUP GLOBAL MARKETS INC – Sotelo Bazn Title: General Director of the Direction of National Public Indebtedness of the Ministry of Economy and Finance of Peru Accepted as of the date first set forth above: CITIGROUP GLOBAL MARKETS INC . By: /s/ M.C. Gilfond Name: M.C. Gilfond Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Roger Heire Name: Roger Heire Title: Managing Director By: /s/ Douglas _____________ Citigroup Global Markets Inc – by Peru in connection with the transactions contemplated hereby. 25 Annex I FORM OF OPINION OF THE GENERAL COUNSEL OF THE MINISTRY OF ECONOMY AND FINANCE OF PERU Lima, , 2007 Citigroup Global Markets Inc . 390 Greenwich Street New York, New York 10013 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 as Joint Dealer Managers under the Dealer Manager Agreement _____________ Citigroup Global Markets Inc – to you pursuant to Section 11(f) of the Dealer Manager Agreement dated as of February 15, 2007 (the Dealer Manager Agreement) among the Republic of Peru (the Republic) and Citigroup Global Markets Inc . and Deutsche Bank Securities Inc., as the Joint Dealer Managers named in the Dealer Manager Agreement, relating to the Republics offer to holders of the outstanding bonds identified in _____________ dt 1711353 ;	Deutsche Bank Deutsche Bank Securities Inc. ( Financial ) As referenced in this Dealer Manager Agreement: Deutsche Bank Securities Inc – COPY OF THE DEALER MANAGER AGREEMENT, DATED FEBRUARY 17, 2007 Exhibit I DEALER MANAGER AGREEMENT February 15, 2007 Citigroup Global Markets Inc. 388 Greenwich St. New York, New York 10013 Deutsche Bank Securities Inc . 60 Wall Street New York, New York 10005 Ladies and Gentlemen: 1. Invitation. The Republic of Peru (Peru) plans to make an invitation (the Invitation) to holders of (i) _____________ Deutsche Bank Securities Inc – to the parties hereto as follows: (a) If to you: Citigroup Global Markets Inc. 388 Greenwich St. New York, New York 10013 Attn: Debt Capital Markets Facsimile: (212) 723-8658 Deutsche Bank Securities Inc . 60 Wall Street New York, New York 10005 Attn: Debt Capital Markets Facsimile: (212) 797-5158 (b) If to Peru: Ministerio de Economa y Finanzas del Per Jr. Junn _____________ DEUTSCHE BANK SECURITIES INC – Economy and Finance of Peru Accepted as of the date first set forth above: CITIGROUP GLOBAL MARKETS INC. By: /s/ M.C. Gilfond Name: M.C. Gilfond Title: Managing Director DEUTSCHE BANK SECURITIES INC . By: /s/ Roger Heire Name: Roger Heire Title: Managing Director By: /s/ Douglas Chien Name: Douglas Chien Title: Director Schedule I Brady Bonds Past-Due Interest Bonds due March _____________ Deutsche Bank Securities Inc – FORM OF OPINION OF THE GENERAL COUNSEL OF THE MINISTRY OF ECONOMY AND FINANCE OF PERU Lima, , 2007 Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013 Deutsche Bank Securities Inc . 60 Wall Street New York, New York 10005 as Joint Dealer Managers under the Dealer Manager Agreement referred to below Ladies and Gentlemen: This opinion is delivered to you _____________ Deutsche Bank Securities Inc – 11(f) of the Dealer Manager Agreement dated as of February 15, 2007 (the Dealer Manager Agreement) among the Republic of Peru (the Republic) and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc ., as the Joint Dealer Managers named in the Dealer Manager Agreement, relating to the Republics offer to holders of the outstanding bonds identified in the Prospectus Supplement (collectively, the _____________ dt 1714826 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Dealer Manager Agreement: JPMorgan Chase Bank – the Fiscal Agency Agreement, dated as of February 6, 2003 (as amended, and as it may be further amended from time to time, the ?Fiscal Agency Agreement?), between Peru and JPMorgan Chase Bank (the ?Fiscal Agent?), will have been duly executed, authenticated, issued and delivered; the New Bonds, which will be substantially in the form thereof in the Fiscal Agency Agreement filed _____________ JPMorgan Chase Bank, – of February 6, 2003, as amended by Amendment No. 1, dated November 21, 2003, and Amendment No. 2, dated October 14, 2004, (the ?Fiscal Agency Agreement?), between the Republic and JPMorgan Chase Bank, N.A., currently The Bank of New York, (the ?Fiscal Agent?). The Dealer Manager Agreement and the Fiscal Agency Agreement (together, the ?Agreements?) and the New Bonds are more _____________ JPMorgan Chase Bank, – defined in Dealer Manager Agreement) and the Fiscal Agency Agreement, dated as of February 6, 2003 (as amended to the time hereof, the ?Fiscal Agency Agreement?), between the Republic and JPMorgan Chase Bank, N.A. (currently, The Bank of New York, successor fiscal agent to JPMorgan Chase Bank, N.A.) (the ?Fiscal Agent?). We have examined the Registration Statement on Schedule B ( _____________ JPMorgan Chase Bank, – 2003 (as amended to the time hereof, the ?Fiscal Agency Agreement?), between the Republic and JPMorgan Chase Bank, N.A. (currently, The Bank of New York, successor fiscal agent to JPMorgan Chase Bank, N.A.) (the ?Fiscal Agent?). We have examined the Registration Statement on Schedule B (File No. 333-139486) filed by the Republic under the U.S. Securities Act of _____________ dt 1731190
Preview Full Doc	2007	Dealer-Manager Agreement Dealer-Manager Agreement (41K) Doc #2878448: Click preview link for longer preview. UP TO 412,000 SHARES OF LIMITED LIABILITY COMPANY INTERESTS of ICON LEASING FUND TWELVE, LLC (a Delaware limited liability company) DEALER-MANAGER AGREEMENT ICON Securities Corp. 100 Fifth Avenue, 4^th Floor New York, New York 10011 Date: May 7, 2007 Ladies and Gentlemen: Reference is made to the enclosed prospectus, which was included in the registration statement at the time it became effective and any and all amendments and supplements thereto (collectively, the ?Prospectus?), relating to the offering by ICON Leasing Fund Twelve, . . . 2878448	Icon Leasing Fund Twelve Icon Leasing Fund Twelve, LLC
Preview Full Doc	2007	Dealer Manager Agreement Dealer Manager Agreement (92K) Doc #2891399: Click preview link for longer preview. DEALER MANAGER AGREEMENT May 31, 2007 Lamar Advertising Company 5551 Corporate Blvd. Baton Rouge, Louisiana 70808 Attention: Keith Istre Ladies and Gentlemen: This dealer manager agreement (this ï¿½Agreementï¿½) will confirm the understanding between Lamar Advertising Company, a Delaware corporation (the ï¿½Companyï¿½) and Wachovia Capital Markets, LLC (ï¿½Wachoviaï¿½) pursuant to which the Company has retained Wachovia to act as the exclusive Dealer Manager (the ï¿½Dealer Managerï¿½) on the terms and subject to the conditions set forth . . . 2891399	Lamar Lamar Advertising Co. ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of New York – as amended by a second supplemental indenture (the ?Second Supplemental Indenture?) to be dated on or about the Exchange Date (as hereinafter defined) between the Company, as issuer, and The Bank of New York Trust Company, N.A., as trustee (the ?Trustee?). The Base Indenture, as amended by the Second Supplemental Indenture, is hereinafter referred to as the ?Indenture.? The offer to exchange listed _____________ Bank of New York – nominees and other Holders, and participating in meetings with, furnishing information to, and assisting the Company in negotiating with holders of Outstanding Notes. (e) The Company shall arrange for The Bank of New York Trust Company, N.A. to act as exchange agent (the ?Exchange Agent?) in connection with the Exchange Offer and, as such, to advise the Dealer Manager at least daily as _____________ dt 1728278
Preview Full Doc	2007	Dealer Manager Agreement Dealer Manager Agreement (77K) Doc #2894156: Click preview link for longer preview. DEALER MANAGER AGREEMENT May 8, 2007 Barclays Capital Inc. 200 Park Avenue New York, New York 10166 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: 1 General The Republic of South Africa (the ?Republic?) proposes to make an invitation to (a) holders of the Republic?s (i) 9 1/8% Notes due 2009, (ii) 7 3/8% Notes due 2012, (iii) 6 1/2% Notes due 2014 and (iv) 8 1/2% Notes due 2017 (the notes referred to in (i) through (iv), collectively, the ?USD Eligible Notes?) to submit . . . 2894156	Republic of South Africa Republic of South Africa ;	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Dealer Manager Agreement: Citigroup Global Markets Inc – 1.2 3 file3.htm DEALER MANAGEMENT AGREEEMENT Exhibit 1.2 EXECUTION COPY DEALER MANAGER AGREEMENT May 8, 2007 Barclays Capital Inc. 200 Park Avenue New York, New York 10166 Citigroup Global Markets Inc . 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: 1 General The Republic of South Africa (the Republic) proposes to make an invitation to (a) holders of _____________ Citigroup Global Markets Inc – used but not otherwise defined herein shall have the meanings ascribed to them in the Prospectus Supplement. 2 Engagement as Dealer Managers The Republic hereby engages Barclays Capital Inc. and Citigroup Global Markets Inc . to act as exclusive dealer managers (collectively, the Dealer Managers or you), and authorizes the Dealer Managers to act as such in connection with the Invitation and agrees that _____________ Citigroup Global Markets Inc – Managers, 0.15% of the aggregate principal amount of the New Notes issued by the Republic pursuant to the Global Note Offering (for allocation equally between Barclays Capital Inc. and Citigroup Global Markets Inc .) and (vi) any applicable VAT, sales or other similar taxes which may be payable on the items listed in (i) to (v). All payments to be made by the _____________ Citigroup Global Markets Inc – as follows: (a) If to you: Barclays Capital Inc. 200 Park Avenue New York, New York 10166 United States of America Attention: Liability Management Group Fax: +1 (212) 412-1615 Citigroup Global Markets Inc . 388 Greenwich Street New York, New York 10013 United States of America Attention: Liability Management Group Fax: +1 (212) 723-8971 21 with a copy to: Linklaters LLP 1345 _____________ CITIGROUP GLOBAL MARKETS INC – Andr F. Pillay Title: Chief Director Liability Management Accepted as of the date first above written: BARCLAYS CAPITAL INC. By: /s/ Chris Van Niekerk Name: Chris Van Niekerk Title: Director CITIGROUP GLOBAL MARKETS INC . By: /s/ Gregory Makoff Name: Gregory Makoff Title: Managing Director Signature Page to Dealer Manager Agreement EXHIBIT A PROSPECTUS SUPPLEMENT A-1 EXHIBIT B FORM OF OPINION OF CHIEF _____________ dt 1711641

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