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Exchange Offer Dealer-Manager Agreements

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Preview Full Doc	2002	Dealer-Manager Agreement Dealer-Manager Agreement (70K) Doc #1617855: Click preview link for longer preview. DEALER-MANAGER AGREEMENT (Best Efforts) _______ , 2002 Anthem Securities, Inc. P.O. Box 926 Coraopolis, Pennsylvania 15108-0926 Gentlemen: The undersigned, LEAF Asset Management, Inc. (the "General Partner"), on behalf of Lease Equity Appreciation Fund I, L.P. (the "Partnership"), confirms its agreement with you, as dealer-manager, as follows: 1. Description of Units. The Partnership proposes to issue and sell the units in the Partnership (the "Units") at a price of $100 per Unit . . . 1617855	Lease Equity Appreciation Fund I LP Lease Equity Appreciation Fund I LP ;	National City National City Bank ( Financial ) As referenced in this Dealer-Manager Agreement: National City Bank – Inc., a Delaware corporation (the "General Partner"), Anthem Securities, Inc., a Pennsylvania corporation (the "Dealer-Manager"), Lease Equity Appreciation Fund I, L.P., a Delaware limited partnership (the "Partnership"), and National City Bank of Pennsylvania , as escrow agent (the "Escrow Agent"). WITNESSETH: WHEREAS, the Partnership intends to offer for sale to qualified investors up to 500,000 limited partnership interests in the Partnership ( _____________ National City Bank – to be given under this Agreement shall be validly given if set forth in writing and mailed by certified mail, return receipt requested, as follows: If to the Escrow Agent: National City Bank of Pennsylvania One National City Center, Suite 655S Indianapolis, IN 46255 Attention: Charles L. Mariner Telephone: (317) 267-7260 Facsimile: (317) 267-7658 If to the Partnership: Lease Equity Appreciation _____________ NATIONAL CITY BANK – each executed copy to serve as an original. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the day and year first above written. NATIONAL CITY BANK OF PENNSYLVANIA As Escrow Agent By: ___________________________________________ (Authorized Officer) LEAF ASSET MANAGEMENT, INC. By: ___________________________________________ Miles Herman, President and Chief Executive Officer ANTHEM SECURITIES, INC. By: ___________________________________________ John S. Coffey, _____________ dt 1525617
Preview Full Doc	2002	Dealer-Manager Agreement Dealer-Manager Agreement (79K) Doc #1617863: Click preview link for longer preview. <TEXT> <PAGE> DEALER-MANAGER AGREEMENT (Best Efforts) , 2002 --------------------------- Anthem Securities, Inc. P.O. Box 926 Coraopolis, Pennsylvania 15108-0926 Gentlemen: The undersigned, LEAF Asset Management, Inc. (the "General Partner"), on behalf of Lease Equity Appreciation Fund I, L.P. (the "Partnership"), confirms their agreement with you, as dealer-manager, as follows: 1. Description of Units. The Partnership proposes to issue and sell the . . . 1617863	Lease Equity Appreciation Fund I LP Lease Equity Appreciation Fund I LP
Preview Full Doc	2002	Dealer Manager Agreement Dealer Manager Agreement (52K) Doc #2048743: Click preview link for longer preview. DEALER MANAGER AGREEMENT , 2003 --------------- William R. Hough & Co. 1500 Chiquita Center 250 East Fifth Street Cincinnati, OH 45202 Dear Sirs: 1. Exchange Offer. Education Funding Capital Trust-I, a business trust formed under the laws of the state of Delaware (the "Trust"), plans to make an offer to exchange its $75,000,000 aggregate principal amount of Auction Rate Education Loan Backed Notes, Series 2002A-1, $75,000,000 aggregate principal amount . . . 2048743	Education Funding Capital Trust I Education Funding Capital Trust I ; Dinsmore & Shohl Dinsmore & Shohl ( Legal ) As referenced in this Dealer Manager Agreement: Dinsmore & Shohl – agreed to in writing by the Dealer Manager; (2) opinions, dated the Closing Date and addressed to the Trust and to the Dealer Manager, of Richards, Layton & Finger, P.A., Dinsmore & Shohl LLP and Thompson Hine LLP, in such forms as may be satisfactory to the Dealer Manager and the Dealer Manager's counsel; (3) an opinion, dated the Closing Date and _____________ dt 1515396 ;	Squire Sanders Squire, Sanders & Dempsey ( Legal ) As referenced in this Dealer Manager Agreement: Squire, Sanders – parties hereto as follows: (a) If to you: William R. Hough & Co. 1500 Chiquita Center 250 East Fifth Street Cincinnati, Ohio 45202 Attention: Mark J. Weadick with a copy to: Squire, Sanders & Dempsey L.L.P. 41 South High Street Columbus, Ohio 43215 Attention: Paul F. Sefcovic, Esq. (b) If to the Trust: Education Funding Capital Trust-I c/o Fifth _____________ dt 1561373 ; Thompson Hine Thompson Hine ( Legal ) As referenced in this Dealer Manager Agreement: Thompson Hine – by the Dealer Manager; (2) opinions, dated the Closing Date and addressed to the Trust and to the Dealer Manager, of Richards, Layton & Finger, P.A., Dinsmore & Shohl LLP and Thompson Hine LLP, in such forms as may be satisfactory to the Dealer Manager and the Dealer Manager's counsel; (3) an opinion, dated the Closing Date and addressed to the Dealer _____________ Thompson, Hine – J. Gardner with copies to: Education Funding Capital Trust-I c/o Education Funding Capital I, LLC 6 East Fourth Street, Suite 300A Cincinnati, Ohio 45202 Attention: Perry D. Moore Thompson, Hine LLP 312 Walnut Street, 14th Floor Cincinnati, Ohio 45202 Attention: Patricia Mann Smitson, Esq. 14 {PAGE} Please indicate your willingness to act as Dealer Manager on the terms set forth _____________ dt 1505096
Preview Full Doc	2001	Dealer Managers Agreement [Form] Dealer Managers Agreement [Form] (134K) Doc #313471: Click preview link for longer preview. FORM OF DEALER MANAGERS AGREEMENT ______________, 2001 Goldman, Sachs & Co., As Dealer Managers, 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: UNITED STATES STEEL LLC, a Delaware limited liability company (the "Offeror"), plans to make offers (each such offer, as it may from time to time be amended and supplemented, the "Exchange Offer" and, collectively, the "Exchange Offers") for up to an aggregate of $365 million of outstanding (1) shares of the 6.50% Cumulative Convertible Preferred Stock (the "Preferred Stock") of USX Corporation, a Delaware corporation (the "Company"), in exchange for $50.00 principal amount of 10% Senior Quarterly Income Debt Securities due 2031 of the Offeror (the "SQUIDSsm") and related guarantees by the Company (the "Guarantees", and together with the SQUIDSsm, the "Exchange Securities") per share of Preferred Stock, (2) 8 3/4% Cumulative Monthly Income Preferred Shares, Series A (the "MIPS(R)") of USX Capital LLC, a limited life company organized under the laws of the Turks and Caicos Island and a wholly owned subsidiary of the Company, in exchange for $25.00 principal amount of Exchange Securities per MIPS(R) and (3) 6.75% Convertible Quarterly Income Preferred Securities (the "QUIPSsm" *) of USX Capital Trust I, a Delaware statutory business trust and a wholly owned subsidiary of the Company, in exchange for $50.00 principal amount of Exchange Securities per QUIPSsm (the shares of Preferred Stock and the MIPS(R) and QUIPSsm referred to in clauses (1), (2) and (3) above are collectively referred to herein as the "Outstanding Securities"), in each case on the terms and subject to the conditions set forth in the exchange offer materials (collectively, the "Exchange Offer Material"), copies of which have been delivered to you, namely: (a) The Registration Statement (as defined in Section 4(a) hereof); (b) The Prospectus (as defined in Section 4(a) hereof); (c) The Schedule TO (as defined in Section 4(d) hereof), dated _______________, 2001; ------------------ SQUIDS/sm/ and QUIPS/sm/ are servicemarks of Goldman, Sachs & Co. All rights reserved. MIPS(R) is a registered servicemark of Goldman, Sachs & Co. All rights reserved. {PAGE} 2 (d) The forms of Letter of Transmittal (each, a "Letter of Transmittal") to be used by holders tendering Outstanding Securities pursuant to each Exchange Offer and a specimen thereof to be sent by brokers, securities dealers, commercial banks, trust companies and nominees to their clients for whom they hold Outstanding Securities, including guidelines for certification of Taxpayer Identification Number on Substitute Form W-9; (e) The forms of letter, dated ____________, 2001, from you to brokers, securities dealers, commercial banks, trust companies and nominees, and forms of letter, dated _____________, 2001, from brokers, securities dealers, commercial banks, trust companies and nominees to clients relating to each Exchange Offer; (f) The form of press release, dated _______________, ____, relating to the Exchange Offers; and (g) The form of letter, dated ______________, ____, from ______________, ______________________ of the Company, to holders of the Outstanding Securities relating to the Exchange Offers. The Offeror hereby appoints you exclusively, and you hereby accept appointment, as the Dealer Managers in connection with each Exchange Offer and authorizes you to act on its behalf in accordance with this Agreement and the terms of the Exchange Offer Material, which Exchange Offer Material has been prepared by, or with the approval of, the Offeror and has been or will be filed with the Securities and Exchange Commission (the "Commission") pursuant to the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Act"), and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). You and any other broker or securities dealer or any commercial bank or trust company are authorized to use the Exchange Offer Material in connection with the solicitation of tenders along with such other offering materials and information as the Offeror or the Company may prepare or approve for use in connection with any of the Exchange Offers, including, without limitation, Rule 165 Material (as defined below) (the "Other Material"). You agree to furnish no written material to holders of Outstanding Securities in connection with any Exchange Offer, other than the Exchange Offer Material and Other Material. It is understood that nothing in this Agreement nor the nature of your services shall be deemed to create a fiduciary or agency relationship between you or any of your respective affiliates, partners, directors, agents, employees or controlling persons (if any), on the one hand, and the Offeror, the Company or any of their respective affiliates, on the other hand. The Offeror authorizes you to communicate with the exchange agents, receiving agents and information agents for the Exchange Offers with respect to matters relating to the Exchange Offers. Any written communication made in connection with or relating to the Exchange Offers in reliance on Rule 165 of the Act, and filed by the Offeror or the Company with the Commission pursuant to Rule 425 under the Act, is referred to herein as "Rule 165 Material". 1. Liability for Solicitations. You agree to use your best efforts to solicit tenders of the Outstanding Securities pursuant to the Exchange Offers. Neither you nor any of {PAGE} 3 your affiliates, partners, directors, officers, agents, employees or controlling persons (if any) shall have any liability to the Offeror, the Company, any of their respective affiliates or any other person for any act or omission on the part of any securities broker or dealer (other than yourselves), commercial bank or trust company that solicits tenders, and neither you nor any of such other persons or entities referred to above shall have any liability to the Offeror, the Company, any of their respective affiliates or any person asserting claims on behalf of or in right of the Offeror, the Company or any of their respective 313471	Marathon Oil Marathon Oil Corp. ( Oil & Gas Operations ) ; US Steel United States Steel LLC ( Commodities ) As referenced in this Dealer Managers Agreement [Form]: UNITED STATES STEEL LLC, – OF DEALER MANAGERS AGREEMENT ______________, 2001 Goldman, Sachs & Co., As Dealer Managers, 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: UNITED STATES STEEL LLC, a Delaware limited liability company (the "Offeror"), plans to make offers (each such offer, as it may from time to time be _____________ UNITED STATES STEEL LLC – business. {PAGE} Please sign and return to us a duplicate of this letter, whereupon it will become a binding agreement. Very truly yours, UNITED STATES STEEL LLC By ---------------------------------- [Title] USX CORPORATION By ---------------------------------- [Title] The undersigned hereby confirms that the foregoing letter agreement, as of the date thereof, correctly sets _____________ United States Steel LLC – OPINION [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] ____________, 2001 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Re: United States Steel LLC % Senior Quarterly Income Debt Securities due 2031 ------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to USX Corporation, a Delaware corporation ( _____________ United States Steel LLC, – Income Debt Securities due 2031 ------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to USX Corporation, a Delaware corporation (the "Company"), and United States Steel LLC, a Delaware limited liability company (the "Offeror"), in connection with the Offeror's offers to issue and exchange (the "Exchange Offers") up _____________ United States Steel LLC, – I am Senior General Attorney-Corporate of USX Corporation, a Delaware corporation (the "Company"), and have served as counsel to the Company and United States Steel LLC, a Delaware limited liability company and a wholly owned subsidiary of Company (the"Offeror"), in connection with the offers (each such offer, _____________ dt 367046 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Managers Agreement [Form]: Bank of New York, – the benefits of the Indenture, to be dated as of the first Exchange Date (the "Indenture"), among the Offeror, the Company and The Bank of New York, as Trustee (the "Trustee"), under which they are to be issued, which is substantially in the form filed as an exhibit to _____________ Bank of New York, – collectively, the "Outstanding Securities"). The Exchange Securities are to be issued under an Indenture (the "Indenture"), among the Offeror, the Company, and The Bank of New York, as Trustee (the "Trustee"). Obligations in respect of the Exchange Securities are to be guaranteed by the Company to the extent set _____________ dt 339913 ;	Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Dealer Managers Agreement [Form]: Goldman, Sachs & Co. – 1.1 {SEQUENCE}4 {FILENAME}dex11.txt {DESCRIPTION}DEALER MANAGERS AGREEMENT {TEXT} {PAGE} EXHIBIT 1.1 FORM OF DEALER MANAGERS AGREEMENT ______________, 2001 Goldman, Sachs & Co. , As Dealer Managers, 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: UNITED STATES STEEL LLC, a Delaware limited liability _____________ Goldman, Sachs & Co. – hereof); (c) The Schedule TO (as defined in Section 4(d) hereof), dated _______________, 2001; ------------------ SQUIDS/sm/ and QUIPS/sm/ are servicemarks of Goldman, Sachs & Co. All rights reserved. MIPS(R) is a registered servicemark of Goldman, Sachs & Co. All rights reserved. {PAGE} 2 (d) The forms of _____________ Goldman, Sachs & Co. – _______________, 2001; ------------------ SQUIDS/sm/ and QUIPS/sm/ are servicemarks of Goldman, Sachs & Co. All rights reserved. MIPS(R) is a registered servicemark of Goldman, Sachs & Co. All rights reserved. {PAGE} 2 (d) The forms of Letter of Transmittal (each, a "Letter of Transmittal") to be used by holders _____________ Goldman, Sachs & Co. – the foregoing letter agreement, as of the date thereof, correctly sets forth the agreement among the Offeror, the Company and the undersigned. ____________________________ Goldman, Sachs & Co. {PAGE} SCHEDULE A Lorain Tubular Company LLC U.S. Steel Kosice, s.r.o. USX Global Holdings I B.V. Transtar Inc. _____________ Goldman, Sachs & Co. – Company, Inc. Pittcal, Inc. USS Galvanizing Inc. {PAGE} ANNEX A FORM OF OPINION [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] ____________, 2001 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Re: United States Steel LLC % Senior Quarterly Income Debt Securities due 2031 ------------------------------------------------------- Ladies and _____________ dt 397613 ; Simpson Thacher Simpson Thacher & Bartlett ( Legal ) As referenced in this Dealer Managers Agreement [Form]: Simpson Thacher – will have been complied with to your reasonable satisfaction. {PAGE} 21 (d) On each Commencement Date (as defined below) and each Exchange Date, Simpson Thacher & Bartlett, counsel to you, will have furnished to you, as Dealer Managers, an opinion or opinions, dated the respective date of delivery _____________ dt 339800 ; Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Dealer Managers Agreement [Form]: Skadden, Arps – with respect to each Exchange Offer, the date on which such Exchange Offer commences. (e) On each Commencement Date and each Exchange Date, Skadden, Arps , Slate, Meagher & Flom LLP, counsel to each of the Offeror and the Company, will have furnished to you, as Dealer Managers, an _____________ SKADDEN, ARPS – Company Warrior & Gulf Navigation Company Mobile River Terminal Company, Inc. Pittcal, Inc. USS Galvanizing Inc. {PAGE} ANNEX A FORM OF OPINION [LETTERHEAD OF SKADDEN, ARPS , SLATE, MEAGHER & FLOM LLP] ____________, 2001 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Re: United States Steel LLC % _____________ dt 513811
Preview Full Doc	2001	Dealer Managers Agreement [Form] Dealer Managers Agreement [Form] (133K) Doc #313484: Click preview link for longer preview. FORM OF DEALER MANAGERS AGREEMENT ______________, 2001 Goldman, Sachs & Co., As Dealer Managers, 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: UNITED STATES STEEL LLC, a Delaware limited liability company (the "Offeror"), plans to make offers (each such offer, as it may from time to time be amended and supplemented, the "Exchange Offer" and, collectively, the "Exchange Offers") for up to an aggregate of $365 million of outstanding (1) shares of the 6.50% Cumulative Convertible Preferred Stock (the "Preferred Stock") of USX Corporation, a Delaware corporation (the "Company"), in exchange for $50.00 principal amount of [__]% Senior Quarterly Income Debt Securities due 2031 of the Offeror (the "SQUIDSsm") and related guarantees by the Company (the "Guarantees", and together with the SQUIDSsm, the "Exchange Securities") per share of Preferred Stock, (2) 8 3/4% Cumulative Monthly Income Preferred Shares, Series A (the "MIPS(R)") of USX Capital LLC, a limited life company organized under the laws of the Turks and Caicos Island and a wholly owned subsidiary of the Company, in exchange for $25.00 principal amount of Exchange Securities per MIPS(R) and (3) 6.75% Convertible Quarterly Income Preferred Securities (the "QUIPSsm") of USX Capital Trust I, a Delaware statutory business trust and a wholly owned subsidiary of the Company, in exchange for $50.00 principal amount of Exchange Securities per QUIPSsm (the shares of Preferred Stock and the MIPS(R) and QUIPSsm referred to in clauses (1), (2) and (3) above are collectively referred to herein as the "Outstanding Securities"), in each case on the terms and subject to the conditions set forth in the exchange offer materials (collectively, the "Exchange Offer Material"), copies of which have been delivered to you, namely: (a) The Registration Statement (as defined in Section 4(a) hereof); (b) The Prospectus (as defined in Section 4(a) hereof); (c) The Schedule TO (as defined in Section 4(d) hereof), dated _______________, 2001; -------------------- * SQUIDS/sm/ and QUIPS/sm/ are servicemarks of Goldman, Sachs & Co. All rights reserved. ** MIPS(R) is a registered servicemark of Goldman, Sachs & Co. All rights reserved. 1 {PAGE} 2 (d) The forms of Letter of Transmittal (each, a "Letter of Transmittal") to be used by holders tendering Outstanding Securities pursuant to each Exchange Offer and a specimen thereof to be sent by brokers, securities dealers, commercial banks, trust companies and nominees to their clients for whom they hold Outstanding Securities, including guidelines for certification of Taxpayer Identification Number on Substitute Form W-9; (e) The forms of letter, dated ____________, 2001, from you to brokers, securities dealers, commercial banks, trust companies and nominees, and forms of letter, dated _____________, 2001, from brokers, securities dealers, commercial banks, trust companies and nominees to clients relating to each Exchange Offer; (f) The form of press release, dated _______________, ____, relating to the Exchange Offers; and (g) The form of letter, dated ______________, ____, from ______________, ______________________ of the Company, to holders of the Outstanding Securities relating to the Exchange Offers. The Offeror hereby appoints you exclusively, and you hereby accept appointment, as the Dealer Managers in connection with each Exchange Offer and authorizes you to act on its behalf in accordance with this Agreement and the terms of the Exchange Offer Material, which Exchange Offer Material has been prepared by, or with the approval of, the Offeror and has been or will be filed with the Securities and Exchange Commission (the "Commission") pursuant to the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Act"), and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). You and any other broker or securities dealer or any commercial bank or trust company are authorized to use the Exchange Offer Material in connection with the solicitation of tenders along with such other offering materials and information as the Offeror or the Company may prepare or approve for use in connection with any of the Exchange Offers, including, without limitation, Rule 165 Material (as defined below) (the "Other Material"). You agree to furnish no written material to holders of Outstanding Securities in connection with any Exchange Offer, other than the Exchange Offer Material and Other Material. It is understood that nothing in this Agreement nor the nature of your services shall be deemed to create a fiduciary or agency relationship between you or any of your respective affiliates, partners, directors, agents, employees or controlling persons (if any), on the one hand, and the Offeror, the Company or any of their respective affiliates, on the other hand. The Offeror authorizes you to communicate with the exchange agents, receiving agents and information agents for the Exchange Offers with respect to matters relating to the Exchange Offers. Any written communication made in connection with or relating to the Exchange Offers in reliance on Rule 165 of the Act, and filed by the Offeror or the Company with the Commission pursuant to Rule 425 under the Act, is referred to herein as "Rule 165 Material". 1. Liability for Solicitations. You agree to use your best efforts to solicit tenders of the Outstanding Securities pursuant to the Exchange Offers. Neither you nor any of {PAGE} 3 your affiliates, partners, directors, officers, agents, employees or controlling persons (if any) shall have any liability to the Offeror, the Company, any of their respective affiliates or any other person for any act or omission on the part of any securities broker or dealer (other than yourselves), commercial bank or trust company that solicits tenders, and neither you nor any of such other persons or entities referred to above shall have any liability to the Offeror, the Company, any of their respective affiliates or any person asserting claims on behalf of or in right of the Offeror, the Company or any of their respective 313484	Marathon Oil Marathon Oil Corp. ( Oil & Gas Operations ) ; US Steel United States Steel LLC ( Commodities ) As referenced in this Dealer Managers Agreement [Form]: UNITED STATES STEEL LLC, – OF DEALER MANAGERS AGREEMENT ______________, 2001 Goldman, Sachs & Co., As Dealer Managers, 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: UNITED STATES STEEL LLC, a Delaware limited liability company (the "Offeror"), plans to make offers (each such offer, as it may from time to time be _____________ UNITED STATES STEEL LLC – business. {PAGE} Please sign and return to us a duplicate of this letter, whereupon it will become a binding agreement. Very truly yours, UNITED STATES STEEL LLC By ------------------------------- [Title] USX CORPORATION By ------------------------------- [Title] The undersigned hereby confirms that the foregoing letter agreement, as of the date thereof, correctly sets _____________ United States Steel LLC – Inc. Pittcal, Inc. USS Galvanizing Inc. {PAGE} ANNEX A ____________, 2001 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Re: United States Steel LLC % Senior Quarterly Income Debt Securities due 2031 ------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to USX Corporation, a Delaware corporation ( _____________ United States Steel LLC, – Income Debt Securities due 2031 ------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to USX Corporation, a Delaware corporation (the "Company"), and United States Steel LLC, a Delaware limited liability company (the "Offeror"), in connection with the Offeror's offers to issue and exchange (the "Exchange Offers") up _____________ United States Steel LLC, – I am Senior General Attorney-Corporate of USX Corporation, a Delaware corporation (the "Company"), and have served as counsel to the Company and United States Steel LLC, a Delaware limited liability company and a wholly owned subsidiary of Company (the"Offeror") in connection with the offers (each such offer, _____________ dt 367058 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Managers Agreement [Form]: Bank of New York, – the benefits of the Indenture, to be dated as of the first Exchange Date (the "Indenture"), among the Offeror, the Company and The Bank of New York, as Trustee (the "Trustee"), under which they are to be issued, which is substantially in the form filed as an exhibit to _____________ Bank of New York, – collectively, the "Outstanding Securities"). The Exchange Securities are to be issued under an Indenture (the "Indenture"), among the Offeror, the Company, and The Bank of New York, as Trustee (the "Trustee"). Obligations in respect of the Exchange Securities are to be guaranteed by the Company to the extent set _____________ dt 339922 ;	Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Dealer Managers Agreement [Form]: Goldman, Sachs & Co. – SEQUENCE}4 {FILENAME}dex11.txt {DESCRIPTION}FORM OF DEALER MANAGERS AGREEMENT {TEXT} {PAGE} EXHIBIT 1.1 FORM OF DEALER MANAGERS AGREEMENT ______________, 2001 Goldman, Sachs & Co. , As Dealer Managers, 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: UNITED STATES STEEL LLC, a Delaware limited liability _____________ Goldman, Sachs & Co. – hereof); (c) The Schedule TO (as defined in Section 4(d) hereof), dated _______________, 2001; -------------------- * SQUIDS/sm/ and QUIPS/sm/ are servicemarks of Goldman, Sachs & Co. All rights reserved. MIPS(R) is a registered servicemark of Goldman, Sachs & Co. All rights reserved. 1 {PAGE} 2 (d) The forms _____________ Goldman, Sachs & Co. –** _______________, 2001; -------------------- * SQUIDS/sm/ and QUIPS/sm/ are servicemarks of Goldman, Sachs & Co. All rights reserved. MIPS(R) is a registered servicemark of Goldman, Sachs & Co. All rights reserved. 1 {PAGE} 2 (d) The forms of Letter of Transmittal (each, a "Letter of Transmittal") to be used by _____________ Goldman, Sachs & Co. – the foregoing letter agreement, as of the date thereof, correctly sets forth the agreement among the Offeror, the Company and the undersigned. ____________________________ Goldman, Sachs & Co. {PAGE} SCHEDULE A Lorain Tubular Company LLC U.S. Steel Kosice, s.r.o. USX Global Holdings I B.V. Transtar Inc. _____________ Goldman, Sachs & Co. – The Union Railroad Company Warrior & Gulf Navigation Company Mobile River Terminal Company, Inc. Pittcal, Inc. USS Galvanizing Inc. {PAGE} ANNEX A ____________, 2001 Goldman, Sachs & Co.** 85 Broad Street New York, New York 10004 Re: United States Steel LLC % Senior Quarterly Income Debt Securities due 2031 ------------------------------------------------------- Ladies and _____________ dt 397631 ; Simpson Thacher Simpson Thacher & Bartlett ( Legal ) As referenced in this Dealer Managers Agreement [Form]: Simpson Thacher – the Commission will have been complied with to your reasonable satisfaction. (d) On each Commencement Date (as defined below) and each Exchange Date, Simpson Thacher & Bartlett, counsel to you, will have furnished to you, as Dealer Managers, an opinion or opinions, dated the respective date of delivery _____________ dt 339801 ; Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Dealer Managers Agreement [Form]: Skadden, Arps – with respect to each Exchange Offer, the date on which such Exchange Offer commences. (e) On each Commencement Date and each Exchange Date, Skadden, Arps , Slate, Meagher & Flom LLP, counsel to each of the Offeror and the Company, will have furnished to you, as Dealer Managers, an _____________ dt 513813
Preview Full Doc	2001	Dealer Manager Agreement Dealer Manager Agreement (114K) Doc #351414: Click preview link for longer preview. DEALER MANAGER AGREEMENT June 29, 2001 ROBERTSON STEPHENS, INC. 555 California Street Suite 2600 San Francisco, California 94104 Ladies/Gentlemen: 1. General. Coeur d'Alene Mines Corporation, an Idaho corporation (the "Company"), proposes to offer to exchange $71,340,000 aggregate principal amount of 13 3/8% Convertible Senior Subordinated Notes due December 31, 2003 (the "Exchange Notes") that are convertible into common stock, par value $1.00 per share, (the "Shares") of the Company for (i) $6,524,000 aggregate principal amount of its outstanding 6% Convertible Subordinated Debentures due June 10, 2002 (the "6% Debentures") and (ii) $129,632,000 aggregate principal amount of its outstanding 6 3/8% Convertible Subordinated Debentures due January 31, 2004 (the "6 3/8% Debentures") and 7 1/4% Convertible Subordinated Debentures due October 31, 2005 (the "7 1/4% Debentures," and, together with the 6% Debentures and the 6 3/8% Debentures, the "Debentures") (the "Exchange Offer"). For each $1,000 principal amount of 6% Debentures accepted for exchange, the holder of such 6% Debentures will receive $1,000 principal amount in Exchange Notes. For each $2,000 principal amount of 6 3/8% Debentures and 7 1/4 % Debentures accepted for exchange, the holders of such 6 3/8% Debentures and such 7 1/4% Debentures will receive $1,000 principal amount in Exchange Notes. Capitalized terms used herein without definition shall have their respective meanings set forth in or pursuant to the Exchange Offer Materials (as defined herein). 2. Engagement as Dealer Manager. By this Dealer Manager Agreement (the "Agreement"), the Company hereby engages and appoints you as the exclusive Dealer Manager for the Exchange Offer and authorizes you to act as such in connection with the Exchange Offer. As Dealer Manager you agree, in accordance with your customary practice, to use reasonable efforts to perform in connection with the Exchange Offer those services as are customarily performed by investment banking concerns in connection with similar offers, including, without limitation, soliciting from individuals and institutions the tender of the Debentures pursuant to and in accordance with the terms and conditions of the Exchange Offer. You shall act as an independent contractor in connection with the Exchange Offer with duties solely to the Company, and nothing herein contained shall constitute you as an agent of the Company in connection with the solicitation of the tender of Debentures pursuant to and in accordance with the terms and conditions of the Exchange Offer; provided, however, that the {PAGE} 2 Company hereby authorizes the Dealer Manager and/or one or more registered brokers or dealers chosen by the Dealer Manager, to act as the Company's agent in making the Exchange Offer to residents of any jurisdiction in which such agent designation may be necessary to comply with applicable law. Nothing in this Agreement shall constitute the Dealer Manager a partner or joint venturer with the Company or any of its subsidiaries. On the basis of the representations and warranties and agreements of the Company contained herein and subject to and in accordance with the terms and conditions hereof and of the Exchange Offer, the Dealer Manager agrees to act in such capacity. 3. Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the "Commission"), under the Securities Act of 1933, as amended (the "Securities Act"), the Trust Indenture Act of 1939, as amended (the "TIA"), and applicable rules and regulations (the "Rules and Regulations") of the Commission under both Acts, a registration statement on Form S-4 (File No. 333-63472), including a Prospectus, covering the registration of the offer and sale of the Exchange Notes; the Shares issuable upon conversion of the Exchange Notes; and the Shares that may be issued solely at the Company's option as payment of interest on the Exchange Notes. The term "Registration Statement" as used in this Agreement shall mean such registration statement, including financial statements, schedules and exhibits, in the form in which it becomes effective and, in the event of any amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term "Prospectus" as used in this Agreement shall mean the final Prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised Prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations), the term "Prospectus" shall refer to such revised Prospectus from and after the time it is first provided to you for such use. Any reference to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 13 of Form S-4 under the Securities Act, as of the date of the Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Rules and Regulations of the Commission thereunder, which, upon filing, are incorporated by reference therein, as required by Item 13 of Form S-4. As used in this Agreement, the term "Incorporated Documents" means the documents which at the time are incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplement thereto. The terms 351414	Coeur D'Alene Coeur D'Alene Mines Corp. ( Gold & Silver ) ; BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of New York – to facilitate the distribution of the Exchange Notes. (v) The Exchange Agent Agreement and the Information Agent Agreement between the Company and The Bank of New York (the "Exchange Agent Agreement") and D.F. King & Co., Inc. (the "Information Agent Agreement"), respectively, is or will be in full force _____________ dt 708620 ; RS Robertson Stephens, Inc. ( Financial ) As referenced in this Dealer Manager Agreement: ROBERTSON STEPHENS, INC – 1.A {SEQUENCE}2 {FILENAME}w50555a1ex1-a.txt {DESCRIPTION}EX-1(A)REVISED FORM OF DEALER MANAGER AGREEMENT {TEXT} {PAGE} 1 EXHIBIT 1(a) DEALER MANAGER AGREEMENT June 29, 2001 ROBERTSON STEPHENS, INC . 555 California Street Suite 2600 San Francisco, California 94104 Ladies/Gentlemen: 1. General. Coeur d'Alene Mines Corporation, an Idaho corporation (the "Company"), proposes to offer to exchange $71, _____________ ROBERTSON STEPHENS, INC – truly yours, COEUR D'ALENE MINES CORPORATION By ------------------------------ Name: Dennis E. Wheeler Title: Chairman of the Board, President and Chief Executive Officer Accepted as of the date first above written: ROBERTSON STEPHENS, INC . By --------------------------- Name: Brendan Dyson Title: Managing Director #600962 {/TEXT} {/DOCUMENT} _____________ dt 739342 ;	Foley & Lardner Foley & Lardner LLP ( Legal ) As referenced in this Dealer Manager Agreement: Foley & Lardner, – Information Agent, (viii) all fees and expenses incurred in marketing the Exchange Offer, including but not limited to road show presentations, if any, and (ix) the fees and disbursements of Foley & Lardner, counsel to the Company, and Arthur Andersen LLP, auditors to the Company. In addition, the Company agrees to reimburse the reasonable out-of-pocket expenses of the Dealer Manager _____________ Foley & Lardner, – papers and information as they may reasonably have requested to enable them to pass upon the matters referred to in this Section. (d) You shall have received the opinion of Foley & Lardner, counsel for the Company, dated the Closing Date, addressed to you to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation _____________ Foley & Lardner – body or agency, against or affecting the Company or any of its Foreign Subsidiaries relating to Hazardous Materials or any Environmental Laws. In addition to its opinions set forth above, Foley & Lardner shall provide a statement to the effect that nothing has come to such counsel's attention that causes it to believe that the Registration Statement and other Exchange Offer _____________ Foley & Lardner, – notice shall be mailed, delivered, telegraphed (and confirmed by letter) or telecopied (and confirmed by letter) to Coeur d'Alene Mines Corporation, Attention: Chief Financial Officer, with a copy to Foley & Lardner, 3000 K Street, N.W., Suite 500, Washington, DC 20007. Attention: Arthur H. Bill, Esq. 15. Parties. This Agreement shall inure to the benefit of and be binding upon _____________ dt 754388 ; Shearman Shearman & Sterling ( Legal ) As referenced in this Dealer Manager Agreement: Shearman & Sterling, – representation or certificate so relied upon shall be delivered to you, as Dealer Manager, and to your counsel. (h) You shall have received on the Closing Date an opinion of Shearman & Sterling, in form and substance satisfactory to you, with respect to the sufficiency of all such corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated _____________ dt 750069
Preview Full Doc	2001	Dealer Manager Agreement Dealer Manager Agreement (114K) Doc #351421: Click preview link for longer preview. DEALER MANAGER AGREEMENT June 29, 2001 ROBERTSON STEPHENS, INC. 555 California Street Suite 2600 San Francisco, California 94104 Ladies/Gentlemen: 1. General. Coeur d'Alene Mines Corporation, an Idaho corporation (the "Company"), proposes to offer to exchange $71,340,000 aggregate principal amount of 13 3/8% Convertible Senior Subordinated Notes due December 31, 2003 (the "Exchange Notes") that are convertible into common stock, par value $1.00 per share, (the "Shares") of the Company for (i) $6,524,000 aggregate principal amount of its outstanding 6% Convertible Subordinated Debentures due June 10, 2002 (the "6% Debentures") and (ii) $129,632,000 aggregate principal amount of its outstanding 6 3/8% Convertible Subordinated Debentures due January 31, 2004 (the "6 3/8% Debentures") and 7 1/4% Convertible Subordinated Debentures due October 31, 2005 (the "7 1/4% Debentures," and, together with the 6% Debentures and the 6 3/8% Debentures, the "Debentures") (the "Exchange Offer"). For each $1,000 principal amount of 6% Debentures accepted for exchange, the holder of such 6% Debentures will receive $1,000 principal amount in Exchange Notes. For each $2,000 principal amount of 6 3/8% Debentures and 7 1/4 % Debentures accepted for exchange, the holders of such 6 3/8% Debentures and such 7 1/4% Debentures will receive $1,000 principal amount in Exchange Notes. Capitalized terms used herein without definition shall have their respective meanings set forth in or pursuant to the Exchange Offer Materials (as defined herein). 2. Engagement as Dealer Manager. By this Dealer Manager Agreement (the "Agreement"), the Company hereby engages and appoints you as the exclusive Dealer Manager for the Exchange Offer and authorizes you to act as such in connection with the Exchange Offer. As Dealer Manager you agree, in accordance with your customary practice, to use reasonable efforts to perform in connection with the Exchange Offer those services as are customarily performed by investment banking concerns in connection with similar offers, including, without limitation, soliciting from individuals and institutions the tender of the Debentures pursuant to and in accordance with the terms and conditions of the Exchange Offer. You shall act as an independent contractor in connection with the Exchange Offer with duties solely to the Company, and nothing herein contained shall constitute you as an agent of the Company in connection with the solicitation of the tender of Debentures pursuant to and in accordance with the terms and conditions of the Exchange Offer; provided, however, that the {PAGE} 2 Company hereby authorizes the Dealer Manager and/or one or more registered brokers or dealers chosen by the Dealer Manager, to act as the Company's agent in making the Exchange Offer to residents of any jurisdiction in which such agent designation may be necessary to comply with applicable law. Nothing in this Agreement shall constitute the Dealer Manager a partner or joint venturer with the Company or any of its subsidiaries. On the basis of the representations and warranties and agreements of the Company contained herein and subject to and in accordance with the terms and conditions hereof and of the Exchange Offer, the Dealer Manager agrees to act in such capacity. 3. Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the "Commission"), under the Securities Act of 1933, as amended (the "Securities Act"), the Trust Indenture Act of 1939, as amended (the "TIA"), and applicable rules and regulations (the "Rules and Regulations") of the Commission under both Acts, a registration statement on Form S-4 (File No. 333-63472), including a Prospectus, covering the registration of the offer and sale of the Exchange Notes; the Shares issuable upon conversion of the Exchange Notes; and the Shares that may be issued solely at the Company's option as payment of interest on the Exchange Notes. The term "Registration Statement" as used in this Agreement shall mean such registration statement, including financial statements, schedules and exhibits, in the form in which it becomes effective and, in the event of any amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term "Prospectus" as used in this Agreement shall mean the final Prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised Prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations), the term "Prospectus" shall refer to such revised Prospectus from and after the time it is first provided to you for such use. Any reference to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 13 of Form S-4 under the Securities Act, as of the date of the Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Rules and Regulations of the Commission thereunder, which, upon filing, are incorporated by reference therein, as required by Item 13 of Form S-4. As used in this Agreement, the term "Incorporated Documents" means the documents which at the time are incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplement thereto. The terms 351421	Coeur D'Alene Coeur D'Alene Mines Corp. ( Gold & Silver ) ; BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of New York – to facilitate the distribution of the Exchange Notes. (v) The Exchange Agent Agreement and the Information Agent Agreement between the Company and The Bank of New York (the "Exchange Agent Agreement") and D.F. King & Co., Inc. (the "Information Agent Agreement"), respectively, is or will be in full force _____________ dt 708614 ; RS Robertson Stephens, Inc. ( Financial ) As referenced in this Dealer Manager Agreement: ROBERTSON STEPHENS, INC – 1.A {SEQUENCE}2 {FILENAME}w50555b1ex1-a.txt {DESCRIPTION}EX-1(A)REVISED FORM OF DEALER MANAGER AGREEMENT {TEXT} {PAGE} 1 EXHIBIT 1(a) DEALER MANAGER AGREEMENT June 29, 2001 ROBERTSON STEPHENS, INC . 555 California Street Suite 2600 San Francisco, California 94104 Ladies/Gentlemen: 1. General. Coeur d'Alene Mines Corporation, an Idaho corporation (the "Company"), proposes to offer to exchange $71, _____________ ROBERTSON STEPHENS, INC – truly yours, COEUR D'ALENE MINES CORPORATION By ------------------------------ Name: Dennis E. Wheeler Title: Chairman of the Board, President and Chief Executive Officer Accepted as of the date first above written: ROBERTSON STEPHENS, INC . By --------------------------- Name: Brendan Dyson Title: Managing Director #600962 {/TEXT} {/DOCUMENT} _____________ dt 739345 ;	Foley & Lardner Foley & Lardner LLP ( Legal ) As referenced in this Dealer Manager Agreement: Foley & Lardner, – Information Agent, (viii) all fees and expenses incurred in marketing the Exchange Offer, including but not limited to road show presentations, if any, and (ix) the fees and disbursements of Foley & Lardner, counsel to the Company, and Arthur Andersen LLP, auditors to the Company. In addition, the Company agrees to reimburse the reasonable out-of-pocket expenses of the Dealer Manager _____________ Foley & Lardner, – papers and information as they may reasonably have requested to enable them to pass upon the matters referred to in this Section. (d) You shall have received the opinion of Foley & Lardner, counsel for the Company, dated the Closing Date, addressed to you to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation _____________ Foley & Lardner – body or agency, against or affecting the Company or any of its Foreign Subsidiaries relating to Hazardous Materials or any Environmental Laws. In addition to its opinions set forth above, Foley & Lardner shall provide a statement to the effect that nothing has come to such counsel's attention that causes it to believe that the Registration Statement and other Exchange Offer _____________ Foley & Lardner, – notice shall be mailed, delivered, telegraphed (and confirmed by letter) or telecopied (and confirmed by letter) to Coeur d'Alene Mines Corporation, Attention: Chief Financial Officer, with a copy to Foley & Lardner, 3000 K Street, N.W., Suite 500, Washington, DC 20007. Attention: Arthur H. Bill, Esq. 15. Parties. This Agreement shall inure to the benefit of and be binding upon _____________ dt 754393 ; Shearman Shearman & Sterling ( Legal ) As referenced in this Dealer Manager Agreement: Shearman & Sterling, – representation or certificate so relied upon shall be delivered to you, as Dealer Manager, and to your counsel. (h) You shall have received on the Closing Date an opinion of Shearman & Sterling, in form and substance satisfactory to you, with respect to the sufficiency of all such corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated _____________ dt 750074
Preview Full Doc	2001	Dealer Manager Agreement Dealer Manager Agreement (114K) Doc #351431: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-1.A {SEQUENCE}2 {FILENAME}w50555aex1-a.txt {DESCRIPTION}EX-1.(A) FORM OF DEALER MANAGER AGREEMENT {TEXT} {PAGE} 1 [FORM OF DEALER MANAGER AGREEMENT] EXHIBIT 1(a) DEALER MANAGER AGREEMENT June __, 2001 ROBERTSON STEPHENS, INC. 555 California Street Suite 2600 San Francisco, California 94104 Ladies/Gentlemen: 1. General. Coeur d'Alene Mines Corporation, an Idaho corporation (the "Company"), proposes to offer to exchange $71,340,000 aggregate principal amount of 13 3/8% Convertible Senior Subordinated Notes due December 31, 2003 (the "Exchange Notes") that are convertible into common stock, par value $1.00 per share, (the "Shares") of the Company for (i) $6,524,000 aggregate principal amount of its outstanding 6% Convertible Subordinated Debentures due June 10, 2002 (the "6% Debentures") and (ii) $129,632,000 aggregate principal amount of its outstanding 6 3/8 % Convertible Subordinated Debentures due January 31, 2004 (the "6 3/8 % Debentures") and 7 1/4 % Convertible Subordinated Debentures due October 31, 2005 (the "7 1/4 % Debentures," and, together with the 6% Debentures and the 6 3/8 % Debentures, the "Debentures") (the "Exchange Offer"). For each $1,000 principal amount of 6% Debentures accepted for exchange, the holder of such 6% Debentures will receive $1,000 principal amount in Exchange Notes. For each $2,000 principal amount of 6 3/8 % Debentures and 7 1/4 % Debentures accepted for exchange, the holders of such 6 3/8 % Debentures and such 7 1/4 % Debentures will receive $1,000 principal amount in Exchange Notes. Capitalized terms used herein without definition shall have their respective meanings set forth in or pursuant to the Exchange Offer Materials (as defined herein). 2. Engagement as Dealer Manager. By this Dealer Manager Agreement (the "Agreement"), the Company hereby engages and appoints you as the exclusive Dealer Manager for the Exchange Offer and authorizes you to act as such in connection with the Exchange Offer. As Dealer Manager you agree, in accordance with your customary practice, to use reasonable efforts to perform in connection with the Exchange Offer those services as are customarily performed by investment banking concerns in connection with similar offers, including, without limitation, soliciting from individuals and institutions the tender of the Debentures pursuant to and in accordance with the terms and conditions of the Exchange Offer. You shall act as an independent contractor in connection with the Exchange Offer with duties solely to the Company, and nothing herein contained shall constitute you as an agent of the Company in connection with the solicitation of the tender of Debentures pursuant to and in accordance with the terms and conditions of the Exchange Offer; provided, however, that the Company hereby authorizes the Dealer Manager and/or one or more registered brokers or dealers chosen by the Dealer Manager, to act as the Company's agent in making the Exchange Offer to residents of any jurisdiction in which such agent designation may be necessary to comply with applicable law. Nothing in this Agreement shall constitute the Dealer Manager a partner or joint {PAGE} 2 venturer with the Company or any of its subsidiaries. On the basis of the representations and warranties and agreements of the Company contained herein and subject to and in accordance with the terms and conditions hereof and of the Exchange Offer, the Dealer Manager agrees to act in such capacity. 3. Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the "Commission"), under the Securities Act of 1933, as amended (the "Securities Act"), the Trust Indenture Act of 1939, as amended (the "TIA"), and applicable rules and regulations (the "Rules and Regulations") of the Commission under both Acts, a registration statement on Form S-4 (File No. 333-_____), including a Prospectus, covering the registration of the offer and sale of the Exchange Notes; the Shares issuable upon conversion of the Exchange Notes; and the Shares that may be issued solely at the Company's option as payment of interest on the Exchange Notes. The term "Registration Statement" as used in this Agreement shall mean such registration statement, including financial statements, schedules and exhibits, in the form in which it becomes effective and, in the event of any amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term "Prospectus" as used in this Agreement shall mean the final Prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised Prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations), the term "Prospectus" shall refer to such revised Prospectus from and after the time it is first provided to you for such use. Any reference to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 13 of Form S-4 under the Securities Act, as of the date of the Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Rules and Regulations of the Commission thereunder, which, upon filing, are incorporated by reference therein, as required by Item 13 of Form S-4. As used in this Agreement, the term "Incorporated Documents" means the documents which at the time are incorporated by reference in the Registration 351431	Coeur D'Alene Coeur D'Alene Mines Corp. ( Gold & Silver ) ; BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of New York – to facilitate the distribution of the Exchange Notes. (v) The Exchange Agent Agreement and the Information Agent Agreement between the Company and The Bank of New York (the "Exchange Agent Agreement") and D.F. King & Co., Inc. (the "Information Agent Agreement"), respectively, is or will be in full force _____________ dt 708606 ; RS Robertson Stephens, Inc. ( Financial ) As referenced in this Dealer Manager Agreement: ROBERTSON STEPHENS, INC – FILENAME}w50555aex1-a.txt {DESCRIPTION}EX-1.(A) FORM OF DEALER MANAGER AGREEMENT {TEXT} {PAGE} 1 [FORM OF DEALER MANAGER AGREEMENT] EXHIBIT 1(a) DEALER MANAGER AGREEMENT June __, 2001 ROBERTSON STEPHENS, INC . 555 California Street Suite 2600 San Francisco, California 94104 Ladies/Gentlemen: 1. General. Coeur d'Alene Mines Corporation, an Idaho corporation (the "Company"), proposes to offer to exchange $71, _____________ ROBERTSON STEPHENS, INC – truly yours, COEUR D'ALENE MINES CORPORATION By --------------------------------------------- Name: Dennis E. Wheeler Title: Chairman of the Board, President and Chief Executive Officer Accepted as of the date first above written: ROBERTSON STEPHENS, INC . By ------------------------------------------ Name: Title: {/TEXT} {/DOCUMENT} _____________ dt 739349 ;	Foley & Lardner Foley & Lardner LLP ( Legal ) As referenced in this Dealer Manager Agreement: Foley & Lardner, – Information Agent, (viii) all fees and expenses incurred in marketing the Exchange Offer, including but not limited to road show presentations, if any, and (ix) the fees and disbursements of Foley & Lardner, counsel to the Company, and Arthur Andersen LLP, auditors to the Company. In addition, the Company agrees to reimburse the reasonable out-of-pocket expenses of the Dealer Manager _____________ Foley & Lardner, – papers and information as they may reasonably have requested to enable them to pass upon the matters referred to in this Section. (d) You shall have received the opinion of Foley & Lardner, counsel for the Company, dated the Closing Date, addressed to you to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation _____________ Foley & Lardner – body or agency, against or affecting the Company or any of its Foreign Subsidiaries relating to Hazardous Materials or any Environmental Laws. In addition to its opinions set forth above, Foley & Lardner shall provide a statement to the effect that nothing has come to such counsel's attention that causes it to believe that the Registration Statement and other Exchange Offer _____________ Foley & Lardner, – notice shall be mailed, delivered, telegraphed (and confirmed by letter) or telecopied (and confirmed by letter) to Coeur d'Alene Mines Corporation, Attention: Chief Financial Officer, with a copy to Foley & Lardner, 3000 K Street, N.W., Suite 500, Washington, DC 20007. Attention: Arthur H. Bill, Esq. 15. Parties. This Agreement shall inure to the benefit of and be binding upon _____________ dt 754398 ; Shearman Shearman & Sterling ( Legal ) As referenced in this Dealer Manager Agreement: Shearman & Sterling, – representation or certificate so relied upon shall be delivered to you, as Dealer Manager, and to your counsel. (h) You shall have received on the Closing Date an opinion of Shearman & Sterling, in form and substance satisfactory to you, with respect to the sufficiency of all such corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated _____________ dt 750077
Preview Full Doc	2001	Dealer Manager Agreement Dealer Manager Agreement (114K) Doc #351438: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-1.A {SEQUENCE}2 {FILENAME}w50555bex1-a.txt {DESCRIPTION}EX-1.(A) FORM OF DEALER MANAGER AGREEMENT {TEXT} {PAGE} 1 [FORM OF DEALER MANAGER AGREEMENT] EXHIBIT 1(a) DEALER MANAGER AGREEMENT June __, 2001 ROBERTSON STEPHENS, INC. 555 California Street Suite 2600 San Francisco, California 94104 Ladies/Gentlemen: 1. General. Coeur d'Alene Mines Corporation, an Idaho corporation (the "Company"), proposes to offer to exchange $71,340,000 aggregate principal amount of 13 3/8% Convertible Senior Subordinated Notes due December 31, 2003 (the "Exchange Notes") that are convertible into common stock, par value $1.00 per share, (the "Shares") of the Company for (i) $6,524,000 aggregate principal amount of its outstanding 6% Convertible Subordinated Debentures due June 10, 2002 (the "6% Debentures") and (ii) $129,632,000 aggregate principal amount of its outstanding 6 3/8 % Convertible Subordinated Debentures due January 31, 2004 (the "6 3/8 % Debentures") and 7 1/4 % Convertible Subordinated Debentures due October 31, 2005 (the "7 1/4 % Debentures," and, together with the 6% Debentures and the 6 3/8 % Debentures, the "Debentures") (the "Exchange Offer"). For each $1,000 principal amount of 6% Debentures accepted for exchange, the holder of such 6% Debentures will receive $1,000 principal amount in Exchange Notes. For each $2,000 principal amount of 6 3/8 % Debentures and 7 1/4 % Debentures accepted for exchange, the holders of such 6 3/8 % Debentures and such 7 1/4 % Debentures will receive $1,000 principal amount in Exchange Notes. Capitalized terms used herein without definition shall have their respective meanings set forth in or pursuant to the Exchange Offer Materials (as defined herein). 2. Engagement as Dealer Manager. By this Dealer Manager Agreement (the "Agreement"), the Company hereby engages and appoints you as the exclusive Dealer Manager for the Exchange Offer and authorizes you to act as such in connection with the Exchange Offer. As Dealer Manager you agree, in accordance with your customary practice, to use reasonable efforts to perform in connection with the Exchange Offer those services as are customarily performed by investment banking concerns in connection with similar offers, including, without limitation, soliciting from individuals and institutions the tender of the Debentures pursuant to and in accordance with the terms and conditions of the Exchange Offer. You shall act as an independent contractor in connection with the Exchange Offer with duties solely to the Company, and nothing herein contained shall constitute you as an agent of the Company in connection with the solicitation of the tender of Debentures pursuant to and in accordance with the terms and conditions of the Exchange Offer; provided, however, that the Company hereby authorizes the Dealer Manager and/or one or more registered brokers or dealers chosen by the Dealer Manager, to act as the Company's agent in making the Exchange Offer to residents of any jurisdiction in which such agent designation may be necessary to comply with applicable law. Nothing in this Agreement shall constitute the Dealer Manager a partner or joint {PAGE} 2 venturer with the Company or any of its subsidiaries. On the basis of the representations and warranties and agreements of the Company contained herein and subject to and in accordance with the terms and conditions hereof and of the Exchange Offer, the Dealer Manager agrees to act in such capacity. 3. Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the "Commission"), under the Securities Act of 1933, as amended (the "Securities Act"), the Trust Indenture Act of 1939, as amended (the "TIA"), and applicable rules and regulations (the "Rules and Regulations") of the Commission under both Acts, a registration statement on Form S-4 (File No. 333-_____), including a Prospectus, covering the registration of the offer and sale of the Exchange Notes; the Shares issuable upon conversion of the Exchange Notes; and the Shares that may be issued solely at the Company's option as payment of interest on the Exchange Notes. The term "Registration Statement" as used in this Agreement shall mean such registration statement, including financial statements, schedules and exhibits, in the form in which it becomes effective and, in the event of any amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term "Prospectus" as used in this Agreement shall mean the final Prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised Prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations), the term "Prospectus" shall refer to such revised Prospectus from and after the time it is first provided to you for such use. Any reference to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 13 of Form S-4 under the Securities Act, as of the date of the Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Rules and Regulations of the Commission thereunder, which, upon filing, are incorporated by reference therein, as required by Item 13 of Form S-4. As used in this Agreement, the term "Incorporated Documents" means the documents which at the time are incorporated by reference in the Registration 351438	Coeur D'Alene Coeur D'Alene Mines Corp. ( Gold & Silver ) ; BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of New York – to facilitate the distribution of the Exchange Notes. (v) The Exchange Agent Agreement and the Information Agent Agreement between the Company and The Bank of New York (the "Exchange Agent Agreement") and D.F. King & Co., Inc. (the "Information Agent Agreement"), respectively, is or will be in full force _____________ dt 708602 ; RS Robertson Stephens, Inc. ( Financial ) As referenced in this Dealer Manager Agreement: ROBERTSON STEPHENS, INC – FILENAME}w50555bex1-a.txt {DESCRIPTION}EX-1.(A) FORM OF DEALER MANAGER AGREEMENT {TEXT} {PAGE} 1 [FORM OF DEALER MANAGER AGREEMENT] EXHIBIT 1(a) DEALER MANAGER AGREEMENT June __, 2001 ROBERTSON STEPHENS, INC . 555 California Street Suite 2600 San Francisco, California 94104 Ladies/Gentlemen: 1. General. Coeur d'Alene Mines Corporation, an Idaho corporation (the "Company"), proposes to offer to exchange $71, _____________ ROBERTSON STEPHENS, INC – truly yours, COEUR D'ALENE MINES CORPORATION By --------------------------------------------- Name: Dennis E. Wheeler Title: Chairman of the Board, President and Chief Executive Officer Accepted as of the date first above written: ROBERTSON STEPHENS, INC . By ------------------------------------------ Name: Title: {/TEXT} {/DOCUMENT} _____________ dt 739353 ;	Foley & Lardner Foley & Lardner LLP ( Legal ) As referenced in this Dealer Manager Agreement: Foley & Lardner, – Information Agent, (viii) all fees and expenses incurred in marketing the Exchange Offer, including but not limited to road show presentations, if any, and (ix) the fees and disbursements of Foley & Lardner, counsel to the Company, and Arthur Andersen LLP, auditors to the Company. In addition, the Company agrees to reimburse the reasonable out-of-pocket expenses of the Dealer Manager _____________ Foley & Lardner, – papers and information as they may reasonably have requested to enable them to pass upon the matters referred to in this Section. (d) You shall have received the opinion of Foley & Lardner, counsel for the Company, dated the Closing Date, addressed to you to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation _____________ Foley & Lardner – body or agency, against or affecting the Company or any of its Foreign Subsidiaries relating to Hazardous Materials or any Environmental Laws. In addition to its opinions set forth above, Foley & Lardner shall provide a statement to the effect that nothing has come to such counsel's attention that causes it to believe that the Registration Statement and other Exchange Offer _____________ Foley & Lardner, – notice shall be mailed, delivered, telegraphed (and confirmed by letter) or telecopied (and confirmed by letter) to Coeur d'Alene Mines Corporation, Attention: Chief Financial Officer, with a copy to Foley & Lardner, 3000 K Street, N.W., Suite 500, Washington, DC 20007. Attention: Arthur H. Bill, Esq. 15. Parties. This Agreement shall inure to the benefit of and be binding upon _____________ dt 754408 ; Shearman Shearman & Sterling ( Legal ) As referenced in this Dealer Manager Agreement: Shearman & Sterling, – representation or certificate so relied upon shall be delivered to you, as Dealer Manager, and to your counsel. (h) You shall have received on the Closing Date an opinion of Shearman & Sterling, in form and substance satisfactory to you, with respect to the sufficiency of all such corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated _____________ dt 750081
Preview Full Doc	2001	Dealer Manager Agreement Dealer Manager Agreement (67K) Doc #361518: Click preview link for longer preview. FORM OF DEALER MANAGER AGREEMENT FOR REGISTERED DEBT EXCHANGE OFFER AVIATION SALES COMPANY AND HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL as Dealer Manager ____________________ Dealer Manager Agreement Exchange Offer Dated as of ________, 2001 DEALER MANAGER AGREEMENT Exchange . . . 361518	TIMCO Aviation TIMCO Aviation Services Inc. ( Aerospace ) ; Houlihan Lokey Houlihan Lokey Howard & Zukin Inc. ( Financial ) As referenced in this Dealer Manager Agreement: HOULIHAN LOKEY HOWARD & ZUKIN – SEQUENCE}3 {FILENAME}dex11.txt {DESCRIPTION}FORM OF DEALER MANAGER AGREEMENT {TEXT} {PAGE} Exhibit 1.1 FORM OF DEALER MANAGER AGREEMENT FOR REGISTERED DEBT EXCHANGE OFFER AVIATION SALES COMPANY AND HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL as Dealer Manager ____________________ Dealer Manager Agreement Exchange Offer Dated as of ________, 2001 {PAGE} DEALER MANAGER AGREEMENT Exchange Offer for and Consent Solicitation With Respect to All Outstanding _____________ Houlihan Lokey Howard & Zukin – Dated as of ________, 2001 {PAGE} DEALER MANAGER AGREEMENT Exchange Offer for and Consent Solicitation With Respect to All Outstanding 8-1/8% Senior Subordinated Notes due 2008 __________, 2001 Houlihan Lokey Howard & Zukin Capital 685 Third Avenue Fifteenth Floor New York, New York 10017 Ladies and Gentlemen: 1. Exchange Offer and Consent Solicitation. Aviation Sales Company, a --------------------------------------- Delaware corporation (the "Company"), plans to _____________ Houlihan Lokey Howard & Zukin – party, at such other address as shall be designated by such party in a written notice complying as to delivery with the terms of this paragraph): (a) If to you: Houlihan Lokey Howard & Zukin Capital 685 Third Avenue Fifteenth Floor New York, New York 10017 Telecopy: (212) 661-3070 Attention: Saul E. Burian with a copy to: (b) if to the Company: Aviation Sales _____________ HOULIHAN LOKEY HOWARD & ZUKIN – letter and your acceptance shall constitute a binding agreement among us. Very truly yours Aviation Sales Company By: ------------------- Name: Title: Accepted and agreed as of the date first above written: HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL By: --------------------- Name: Title: 19 {/TEXT} {/DOCUMENT} _____________ dt 772721 ;	Akerman Akerman Senterfitt ( Legal ) As referenced in this Dealer Manager Agreement: Akerman, Senterfitt – financial statements, schedules and other statistical and financial data and Form T-I included therein or omitted therefrom); (b) A reliance letter addressed to you dated the Acceptance Date from Akerman, Senterfitt & Eidson, P.A. and ______________, substantially in the form heretofore provided to you and to be delivered to the Old Trustee and the New Trustee under the Old Indenture _____________ Akerman, Senterfitt – a copy to: (b) if to the Company: Aviation Sales Company 623 Radar Road Greensboro, North Carolina 27410 Telecopy: Attention: Roy T. Rimmer, Jr. 18 {PAGE} with a copy to: Akerman, Senterfitt & Eidson One Southeast Third Avenue Miami, Florida 33131-1704 Telecopy: (305) 374-5095 Attention: Philip B. Schwartz, Esq. 22. Subheadings. The descriptive headings contained in this Agreement are ----------- included _____________ dt 795962
Preview Full Doc	2001	Dealer Manager Agreement [Amended] Dealer Manager Agreement [Amended] (138K) Doc #389217: Click preview link for longer preview. FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Amended Dealer Manager Agreement dated as of December , 2001 ---- {Page} AMENDED DEALER MANAGER AGREEMENT December , 2001 --- BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: On the date hereof, the existing Dealer Manager Agreement dated December 5, 2001 by and between Fleetwood Enterprises Inc., a Delaware corporation (the "Company"), Fleetwood Capital Trust II (the "Trust") and Banc of America Securities LLC shall be and is hereby amended and restated in its entirety as set forth herein. 1. INTRODUCTORY. The Company is to offer to exchange up to $___ million in aggregate liquidation amount of___%Convertible Trust II Preferred Securities due February 15, 2013 (the "Exchange Securities") of the Trust for up to $86.25 million in aggregate liquidation amount of the outstanding 6% Convertible Trust Preferred Securities due February 15, 2028 (the "Existing Securities") of Fleetwood Capital Trust (the "Existing Trust"). For each $50.0 in liquidation amount of Existing Securities accepted for exchange, the holder of such Existing Securities will receive $22.0 in liquidation amount of Exchange Securities, subject to the terms and conditions set forth in the Prospectus (as hereinafter defined). The Exchange Securities will be guaranteed by a guarantee (the "Guarantee") by the Company to the extent described in the Prospectus. The exchange offer described above and in the Prospectus is herein referred to as the "Exchange Offer." In connection with the Exchange Offer, the Company will deposit in the Trust as trust assets its ___% Convertible Trust II Subordinated Debentures due February 15, 2013 (the "Debentures") issued pursuant to an Indenture (the "Indenture") between the Company and the Trustee (as defined in the Indenture) and the Trust will transfer to the Company the Exchange Securities and its common securities (the "Common Securities"), as set forth in the Prospectus. 2. ENGAGEMENT AS DEALER MANAGER. By this Dealer Manager Agreement (the "Agreement"), each of the Company and the Trust hereby engages and {Page} appoints you as the exclusive dealer manager (the "Dealer Manager") for the Exchange Offer and authorizes you to act as such in connection with the Exchange Offer. As Dealer Manager you agree, in accordance with your customary practice, to perform in connection with the Exchange Offer those services as are customarily performed by investment banking concerns in connection with similar offers, including, without limitation, using all reasonable efforts to solicit from individuals and institutions the tender of Existing Securities pursuant to and in accordance with the terms and conditions of the Exchange Offer. You shall act as an independent contractor in connection with the Exchange Offer with duties solely to the Company and the Trust and nothing herein contained shall constitute you as an agent of the Company or the Trust in connection with the solicitation of such Existing Securities pursuant to and in accordance with the terms and conditions of the Exchange Offer; PROVIDED, HOWEVER, that the Company hereby authorizes the Dealer Manager, and/or one or more registered brokers or dealers chosen by the Dealer Manager, to act as the Company's agent in making the Exchange Offer to residents of any jurisdiction in which such agent designation may be necessary to comply with applicable law. Nothing in this Agreement shall constitute the Dealer Manager a partner or joint venturer with the Trust, the Company or any of its subsidiaries. On the basis of the representations and warranties and agreements of each of the Company and the Trust contained herein and subject to and in accordance with the terms and conditions hereof and of the Exchange Offer, the Dealer Manager agrees to act in such capacity. 3. REGISTRATION STATEMENT, PROSPECTUS AND OFFERING MATERIALS. (a) The Company and the Trust have prepared and filed with the Securities and Exchange Commission (the "Commission"), under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), a combined registration statement on Form S- 4 (Reg. No. 333-62838) and Form S-3 (Reg. No. 333-62850), including a Prospectus (as hereinafter defined), covering the registration of the Exchange Securities, the Guarantee, the Debentures, the shares of the common stock, par value $1.00 per share of the Company (the "Fleetwood Common Stock"), issuable upon conversion of the Exchange Securities and the Debentures (the "Conversion Shares"), and the shares of Fleetwood Common Stock (the "Interest Shares" and together with the "Conversion Shares", the "Shares") that may be issued solely at the Company's option as payment of interest on the Debentures in accordance with the terms of the Indenture. The term "Registration Statement," as used in this Agreement, shall mean such registration statement, including the exhibits thereto and any documents incorporated by reference therein, in the form in which it becomes effective and, in the event of any amendment or supplement thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Securities Act relating thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such abbreviated 2 {Page} registration statement) such registration statement as so amended or supplemented, together with any such abbreviated registration statement. The final prospectus included in the Registration Statement (including any documents incorporated in the Prospectus by reference) is herein called the "Prospectus," except that if the final prospectus furnished to the Dealer Manager for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424(b)), the term "Prospectus" shall refer to the final prospectus furnished to the Dealer Manager for such use. The terms "supplement" and "amendment" or "supplemented" and "amended" as used herein with respect to the Prospectus shall include all documents deemed to be incorporated by 389217	Citicorp USA Citicorp USA, Inc. As referenced in this Dealer Manager Agreement [Amended]: Citicorp USA, Inc – Consent of Guarantors dated as of December 7, 2001, among the Company, as guarantor, the financial institutions named therein, as the lenders, Bank of America, N. A., as administrative agent, Citicorp USA, Inc ., as documentation agent, Heller Financial, Inc., as syndication agent and Fleetwood Holdings, Inc., and certain of its subsidiaries and Fleetwood Retail Corp., and certain of its subsidiaries, as the _____________ dt 1368149 ; Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Dealer Manager Agreement [Amended]: FLEETWOOD ENTERPRISES, INC – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}a2065672zex-1_1.txt {DESCRIPTION}EXHIBIT 1.1 {TEXT} {Page} Exhibit 1.1 FLEETWOOD ENTERPRISES, INC ., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Amended Dealer Manager Agreement dated as of December , 2001 ---- {Page} AMENDED DEALER MANAGER AGREEMENT December , 2001 --- BANC OF AMERICA _____________ Fleetwood Enterprises Inc – SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: On the date hereof, the existing Dealer Manager Agreement dated December 5, 2001 by and between Fleetwood Enterprises Inc ., a Delaware corporation (the "Company"), Fleetwood Capital Trust II (the "Trust") and Banc of America Securities LLC shall be and is hereby amended and restated in its entirety as _____________ Fleetwood Enterprises, Inc – Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Facsimile: 212-450-4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614- _____________ Fleetwood Enterprises, Inc – 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. If to the Trust: Fleetwood Capital Trust II 31 {Page} Regular Trustees c/o Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614- _____________ FLEETWOOD ENTERPRISES, INC – the Company and the Trust the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, FLEETWOOD ENTERPRISES, INC . By: ----------------------------------------------- Name: Title: FLEETWOOD CAPITAL TRUST II By: ----------------------------------------------- Name: Title: The foregoing Dealer Manager Agreement is hereby confirmed and accepted by the Dealer Manager in New York, New York _____________ dt 1490943 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Dealer Manager Agreement [Amended]: BANC OF AMERICA SECURITIES LLC – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}a2065672zex-1_1.txt {DESCRIPTION}EXHIBIT 1.1 {TEXT} {Page} Exhibit 1.1 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Amended Dealer Manager Agreement dated as of December , 2001 ---- {Page} AMENDED DEALER MANAGER AGREEMENT December , 2001 --- BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York _____________ BANC OF AMERICA SECURITIES LLC – 1 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Amended Dealer Manager Agreement dated as of December , 2001 ---- {Page} AMENDED DEALER MANAGER AGREEMENT December , 2001 --- BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: On the date hereof, the existing Dealer Manager Agreement dated December 5, 2001 by and between Fleetwood _____________ Banc of America Securities LLC – the date hereof, the existing Dealer Manager Agreement dated December 5, 2001 by and between Fleetwood Enterprises Inc., a Delaware corporation (the "Company"), Fleetwood Capital Trust II (the "Trust") and Banc of America Securities LLC shall be and is hereby amended and restated in its entirety as set forth herein. 1. INTRODUCTORY. The Company is to offer to exchange up to $___ million in _____________ Banc of America Securities LLC – 14. NOTICES. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Dealer Manager: Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 _____________ BANC OF AMERICA SECURITIES LLC – hereby confirmed and accepted by the Dealer Manager in New York, New York as of the date first above written. Accepted and agreed as of the date first above written: BANC OF AMERICA SECURITIES LLC By: -------------------------------------- Name: Title: 34 {Page} EXHIBIT A FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP PURSUANT TO SECTION 9(f) 1. The Company has been duly incorporated and is _____________ dt 1355128 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Dealer Manager Agreement [Amended]: Bank of America, N.A. – Company, Fleetwood Holdings, Inc. ("Holdings"), Fleetwood Retail Corp. ("Retail") and certain subsidiaries of the Company, Holdings and Retail (collectively with the Company, Holdings and Retail, the "Pledgors"), in favor of Bank of America, N.A. , as agent for the lenders that may from time to time become parties to the Bank of America Credit Agreement (as defined herein) (the "Lenders"). Complete and correct copies _____________ dt 1554108 ; Davis Polk Davis Polk & Wardwell ( Legal ) As referenced in this Dealer Manager Agreement [Amended]: Davis Polk & Wardwell, – such date, the form of which is attached as EXHIBIT E. (k) On the Commencement Date and the Closing Date, the Dealer Manager shall have received the favorable opinion of Davis Polk & Wardwell, counsel for the Dealer Manager, in form and substance satisfactory to the Dealer Manager. (l) On the date hereof, the Company shall have furnished to the Dealer Manager an _____________ Davis Polk & Wardwell – follows: If to the Dealer Manager: Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Facsimile: 212-450-4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 _____________ dt 1439958 ; Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Dealer Manager Agreement [Amended]: Gibson, Dunn – 6, 13 and 14 and clause (i) of the next-to-last paragraph of EXHIBIT A) and the Closing Date, the Dealer Manager shall have received the favorable opinion of Gibson, Dunn & Crutcher LLP, special counsel for the Trust and the Company, dated as of such date, the form of which is attached as EXHIBIT A. (g) On the Commencement Date ( _____________ Gibson, Dunn – the form of which is attached as EXHIBIT D. 21 {Page} (j) On the Commencement Date and the Closing Date, the Dealer Manager shall have received the favorable opinion of Gibson, Dunn & Crutcher LLP, special tax counsel to the Trust and the Company, dated as of such date, the form of which is attached as EXHIBIT E. (k) On the Commencement _____________ Gibson, Dunn – 4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. If to the Trust: Fleetwood Capital Trust II 31 { _____________ Gibson, Dunn – Fleetwood Capital Trust II 31 {Page} Regular Trustees c/o Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. Any party hereto may change the address for receipt _____________ GIBSON, DUNN – date first above written. Accepted and agreed as of the date first above written: BANC OF AMERICA SECURITIES LLC By: -------------------------------------- Name: Title: 34 {Page} EXHIBIT A FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP PURSUANT TO SECTION 9(f) 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of _____________ dt 1483542
Preview Full Doc	2001	Dealer Manager Agreement Dealer Manager Agreement (136K) Doc #389282: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}a2058230zex-1_1.txt {DESCRIPTION}EXHIBIT 1.1 {TEXT} {Page} EXHIBIT 1.1 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of December 5, 2001 {Page} DEALER MANAGER AGREEMENT December 5, 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. INTRODUCTORY. Fleetwood Enterprises, Inc., a Delaware corporation (the "Company") proposes to offer to exchange up to $34.5 million in aggregate liquidation amount of 9.75% Convertible Trust Preferred Securities due February 15, 2013 (the "Exchange Securities") of Fleetwood Capital Trust II (the "Trust") for up to $86.25 million in aggregate liquidation amount of the outstanding 6% Convertible Trust Preferred Securities due February 15, 2028 (the "Existing Securities") of Fleetwood Capital Trust (the "Existing Trust"). For each $50.0 in liquidation amount of Existing Securities accepted for exchange, the holder of such Existing Securities will receive $20.0 in liquidation amount of Exchange Securities, subject to the terms and conditions set forth in the Prospectus (as hereinafter defined). The Exchange Securities will be guaranteed by a guarantee (the "Guarantee") by the Company to the extent described in the Prospectus. The exchange offer described above and in the Prospectus is herein referred to as the "Exchange Offer." In connection with the Exchange Offer, the Company will deposit in the Trust as trust assets its 9.75% Convertible Subordinated Debentures due February 15, 2013 (the "Debentures") issued pursuant to an Indenture (the "Indenture") between the Company and the Debt Trustee (as defined in the Indenture) and the Trust will transfer to the Company the Exchange Securities and its common securities (the "Common Securities"), as set forth in the Prospectus. 2. ENGAGEMENT AS DEALER MANAGER. By this Dealer Manager Agreement (the "Agreement"), each of the Company and the Trust hereby engages and appoints you as the exclusive dealer manager (the "Dealer Manager") for the Exchange Offer and authorizes you to act as such in connection with the Exchange Offer. As Dealer Manager you agree, in accordance with your {Page} customary practice, to perform in connection with the Exchange Offer those services as are customarily performed by investment banking concerns in connection with similar offers, including, without limitation, using all reasonable efforts to solicit from individuals and institutions the tender of Existing Securities pursuant to and in accordance with the terms and conditions of the Exchange Offer. You shall act as an independent contractor in connection with the Exchange Offer with duties solely to the Company and the Trust and nothing herein contained shall constitute you as an agent of the Company or the Trust in connection with the solicitation of such Existing Securities pursuant to and in accordance with the terms and conditions of the Exchange Offer; PROVIDED, HOWEVER, that the Company hereby authorizes the Dealer Manager, and/or one or more registered brokers or dealers chosen by the Dealer Manager, to act as the Company's agent in making the Exchange Offer to residents of any jurisdiction in which such agent designation may be necessary to comply with applicable law. Nothing in this Agreement shall constitute the Dealer Manager a partner or joint venturer with the Trust, the Company or any of its subsidiaries. On the basis of the representations and warranties and agreements of each of the Company and the Trust contained herein and subject to and in accordance with the terms and conditions hereof and of the Exchange Offer, the Dealer Manager agrees to act in such capacity. 3. REGISTRATION STATEMENT, PROSPECTUS AND OFFERING MATERIALS. (a) The Company and the Trust have prepared and filed with the Securities and Exchange Commission (the "Commission"), under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), a combined registration statement on Form S-4 (Reg. No. 333-62838) and Form S-3 (Reg. No. 333-62850), including a Prospectus (as hereinafter defined), covering the registration of the Exchange Securities, the Guarantee, the Debentures, the shares of the common stock, par value $1.00 per share of the Company (the "Fleetwood Common Stock"), issuable upon conversion of the Exchange Securities and the Debentures (the "Conversion Shares"), and the shares of Fleetwood Common Stock (the "Interest Shares" and together with the "Conversion Shares", the "Shares") that may be issued solely at the Company's option as payment of interest on the Debentures in accordance with the terms of the Indenture. The term "Registration Statement," as used in this Agreement, shall mean such registration statement, including the exhibits thereto and any documents incorporated by reference therein, in the form in which it becomes effective and, in the event of any amendment or supplement thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Securities Act relating thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such abbreviated registration statement) such registration statement as so amended or supplemented, together with any such abbreviated registration statement. The 2 {Page} final prospectus included in the Registration Statement (including any documents incorporated in the Prospectus by reference) is herein called the "Prospectus," except that if the final prospectus furnished to the Dealer Manager for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424(b)), the term "Prospectus" shall refer to the final prospectus furnished to the Dealer Manager for such use. The terms "supplement" and "amendment" or "supplemented" and "amended" as used herein with respect to the Prospectus shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, 389282	Citicorp USA Citicorp USA, Inc. As referenced in this Dealer Manager Agreement: Citicorp USA, Inc – the credit agreement dated as of July 27, 2001 among the Company, as guarantor, the financial institutions named therein, as the lenders, Bank of America, N.A., as administrative agent, Citicorp USA, Inc ., as documentation agent, Heller Financial, Inc., as syndication agent and Fleetwood Holdings, Inc., and certain of its subsidiaries and Fleetwood Retail Corp., and certain of its subsidiaries, as the _____________ dt 1368151 ; Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Dealer Manager Agreement: FLEETWOOD ENTERPRISES, INC – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}a2058230zex-1_1.txt {DESCRIPTION}EXHIBIT 1.1 {TEXT} {Page} EXHIBIT 1.1 FLEETWOOD ENTERPRISES, INC ., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of December 5, 2001 {Page} DEALER MANAGER AGREEMENT December 5, 2001 BANC OF AMERICA _____________ Fleetwood Enterprises, Inc – of December 5, 2001 {Page} DEALER MANAGER AGREEMENT December 5, 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. INTRODUCTORY. Fleetwood Enterprises, Inc ., a Delaware corporation (the "Company") proposes to offer to exchange up to $34.5 million in aggregate liquidation amount of 9.75% Convertible Trust Preferred Securities due February 15, _____________ Fleetwood Enterprises, Inc – Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Facsimile: 212-450-4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92513 31 {Page} Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, _____________ Fleetwood Enterprises, Inc – Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. If to the Trust: Fleetwood Capital Trust II Regular Trustees c/o Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614- _____________ FLEETWOOD ENTERPRISES, INC – the Company and the Trust the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, FLEETWOOD ENTERPRISES, INC . By: /s/ Boyd R. Plowman ---------------------- Name: Boyd R. Plowman Title: Senior Vice President-Finance FLEETWOOD CAPITAL TRUST II By: /s/ Lyle N. Larkin ---------------------- Name: Lyle N. Larkin Title: Regular _____________ dt 1490955 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Dealer Manager Agreement: BANC OF AMERICA SECURITIES LLC – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}a2058230zex-1_1.txt {DESCRIPTION}EXHIBIT 1.1 {TEXT} {Page} EXHIBIT 1.1 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of December 5, 2001 {Page} DEALER MANAGER AGREEMENT December 5, 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York _____________ BANC OF AMERICA SECURITIES LLC – 1 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of December 5, 2001 {Page} DEALER MANAGER AGREEMENT December 5, 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. INTRODUCTORY. Fleetwood Enterprises, Inc., a Delaware corporation (the "Company") proposes to offer to exchange up to $ _____________ Banc of America Securities LLC – 14. NOTICES. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Dealer Manager: Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 _____________ Banc of America Securities, LLC – 18. GENERAL PROVISIONS. This Agreement, together with the Engagement Letter (including all attachments or schedules thereto) and the Distribution Agreement, dated the date hereof, among the Company, the Trust and Banc of America Securities, LLC , as placement agent, constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with _____________ BANC OF AMERICA SECURITIES LLC – hereby confirmed and accepted by the Dealer Manager in New York, New York as of the date first above written. Accepted and agreed as of the date first above written: BANC OF AMERICA SECURITIES LLC By: /s/ Derek Dillon ------------------------ Name: Derek Dillon Title: Managing Director 35 {Page} EXHIBIT A FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP PURSUANT TO SECTION 9(f) 1. The _____________ dt 1355134 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of America, N.A. – Company, Fleetwood Holdings, Inc. ("Holdings"), Fleetwood Retail Corp. ("Retail") and certain subsidiaries of the Company, Holdings and Retail (collectively with the Company, Holdings and Retail, the "Pledgors"), in favor of Bank of America, N.A. , as agent for the lenders that may from time to time become parties to the Bank of America Credit Agreement (as defined herein) (the "Lenders"). Complete and correct copies _____________ Bank of America, N.A. – Existing Debentures, and the related indenture and guarantee, the credit agreement dated as of July 27, 2001 among the Company, as guarantor, the financial institutions named therein, as the lenders, Bank of America, N.A. , as administrative agent, Citicorp USA, Inc., as documentation agent, Heller Financial, Inc., as syndication agent and Fleetwood Holdings, Inc., and certain of its subsidiaries and Fleetwood Retail Corp., and _____________ dt 1554110 ; Davis Polk Davis Polk & Wardwell ( Legal ) As referenced in this Dealer Manager Agreement: Davis Polk & Wardwell, – such date, the form of which is attached as Exhibit E. (k) On the Commencement Date and the Closing Date, the Dealer Manager shall have received the favorable opinion of Davis Polk & Wardwell, counsel for the Dealer Manager, in form and substance satisfactory to the Dealer Manager. (l) On the date hereof, the Company shall have furnished to the Dealer Manager an _____________ Davis Polk & Wardwell – follows: If to the Dealer Manager: Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Facsimile: 212-450-4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 _____________ dt 1439960 ; Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Dealer Manager Agreement: Gibson, Dunn – 6, 13 and 14 and clause (i) of the next-to-last paragraph of EXHIBIT A) and the Closing Date, the Dealer Manager shall have received the favorable opinion of Gibson, Dunn & Crutcher LLP, special counsel for the Trust and the Company, dated as of such date, the form of which is attached as EXHIBIT A. (g) On the Commencement Date ( _____________ Gibson, Dunn – such date, the form of which is attached as Exhibit D. (j) On the Commencement Date and the Closing Date, the Dealer Manager shall have received the favorable opinion of Gibson, Dunn & Crutcher LLP, special tax counsel to the Trust and the Company, dated as of such date, the form of which is attached as Exhibit E. (k) On the Commencement _____________ Gibson, Dunn – Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 31 {Page} Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. If to the Trust: Fleetwood Capital Trust II Regular _____________ Gibson, Dunn – the Trust: Fleetwood Capital Trust II Regular Trustees c/o Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. Any party hereto may change the address for receipt _____________ GIBSON, DUNN – as of the date first above written: BANC OF AMERICA SECURITIES LLC By: /s/ Derek Dillon ------------------------ Name: Derek Dillon Title: Managing Director 35 {Page} EXHIBIT A FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP PURSUANT TO SECTION 9(f) 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of _____________ dt 1483544
Preview Full Doc	2001	Dealer Manager Agreement Dealer Manager Agreement (68K) Doc #1268125: Click preview link for longer preview. MICHIGAN COMMUNITY BANCORP LIMITED DEALER MANAGER AGREEMENT __________, 2001 Donnelly, Penman, French, Haggarty & Co. 300 River Place, Suite 4950 Detroit, MI 48207 Ladies/Gentlemen: Michigan Community Bancorp Limited, a Michigan corporation (the "Company"), was formed on January 28, 1998, and is governed by its Restated Articles of Incorporation (the "Articles") and its Bylaws (the "Bylaws") in the form incorporated . . . 1268125	Michigan Community Bancorp Michigan Community Bancorp Ltd
Preview Full Doc	2001	Dealer Manager Agreement Dealer Manager Agreement (67K) Doc #1568211: Click preview link for longer preview. FORM OF DEALER MANAGER AGREEMENT FOR REGISTERED DEBT EXCHANGE OFFER AVIATION SALES COMPANY AND HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL as Dealer Manager ____________________ Dealer Manager Agreement Exchange Offer Dated as of ________, 2001 <PAGE> DEALER MANAGER AGREEMENT Exchange Offer for and . . . 1568211	AVS M 3 AVS M 3 Inc ;	Akerman Akerman Senterfitt ( Legal ) As referenced in this Dealer Manager Agreement: Akerman, Senterfitt – financial statements, schedules and other statistical and financial data and Form T-I included therein or omitted therefrom); (b) A reliance letter addressed to you dated the Acceptance Date from Akerman, Senterfitt & Eidson, P.A. and ______________, substantially in the form heretofore provided to you and to be delivered to the Old Trustee and the New Trustee under the Old Indenture _____________ Akerman, Senterfitt – a copy to: (b) if to the Company: Aviation Sales Company 623 Radar Road Greensboro, North Carolina 27410 Telecopy: Attention: Roy T. Rimmer, Jr. 18 with a copy to: Akerman, Senterfitt & Eidson One Southeast Third Avenue Miami, Florida 33131-1704 Telecopy: (305) 374-5095 Attention: Philip B. Schwartz, Esq. 22. Subheadings. The descriptive headings contained in this Agreement are ----------- included _____________ dt 1560790
Preview Full Doc	2001	Dealer Manager Agreement Dealer Manager Agreement (67K) Doc #1568465: Click preview link for longer preview. FORM OF DEALER MANAGER AGREEMENT FOR REGISTERED DEBT EXCHANGE OFFER AVIATION SALES COMPANY AND HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL as Dealer Manager ____________________ Dealer Manager Agreement Exchange Offer Dated as of ________, 2001 <PAGE> DEALER MANAGER AGREEMENT Exchange Offer for and . . . 1568465	Aviation Sales Finance Aviation Sales Finance Co ;	Akerman Akerman Senterfitt ( Legal ) As referenced in this Dealer Manager Agreement: Akerman, Senterfitt – financial statements, schedules and other statistical and financial data and Form T-I included therein or omitted therefrom); (b) A reliance letter addressed to you dated the Acceptance Date from Akerman, Senterfitt & Eidson, P.A. and ______________, substantially in the form heretofore provided to you and to be delivered to the Old Trustee and the New Trustee under the Old Indenture _____________ Akerman, Senterfitt – a copy to: (b) if to the Company: Aviation Sales Company 623 Radar Road Greensboro, North Carolina 27410 Telecopy: Attention: Roy T. Rimmer, Jr. 18 with a copy to: Akerman, Senterfitt & Eidson One Southeast Third Avenue Miami, Florida 33131-1704 Telecopy: (305) 374-5095 Attention: Philip B. Schwartz, Esq. 22. Subheadings. The descriptive headings contained in this Agreement are ----------- included _____________ dt 1560791
Preview Full Doc	2001	Dealer Manager Agreement Dealer Manager Agreement (67K) Doc #1568496: Click preview link for longer preview. FORM OF DEALER MANAGER AGREEMENT FOR REGISTERED DEBT EXCHANGE OFFER AVIATION SALES COMPANY AND HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL as Dealer Manager ____________________ Dealer Manager Agreement Exchange Offer Dated as of ________, 2001 <PAGE> DEALER MANAGER AGREEMENT Exchange Offer for and . . . 1568496	Aviation Sales Distribution Services Aviation Sales Distribution Services Co ;	Akerman Akerman Senterfitt ( Legal ) As referenced in this Dealer Manager Agreement: Akerman, Senterfitt – financial statements, schedules and other statistical and financial data and Form T-I included therein or omitted therefrom); (b) A reliance letter addressed to you dated the Acceptance Date from Akerman, Senterfitt & Eidson, P.A. and ______________, substantially in the form heretofore provided to you and to be delivered to the Old Trustee and the New Trustee under the Old Indenture _____________ Akerman, Senterfitt – a copy to: (b) if to the Company: Aviation Sales Company 623 Radar Road Greensboro, North Carolina 27410 Telecopy: Attention: Roy T. Rimmer, Jr. 18 with a copy to: Akerman, Senterfitt & Eidson One Southeast Third Avenue Miami, Florida 33131-1704 Telecopy: (305) 374-5095 Attention: Philip B. Schwartz, Esq. 22. Subheadings. The descriptive headings contained in this Agreement are ----------- included _____________ dt 1560792
Preview Full Doc	2001	Dealer Manager Agreement Dealer Manager Agreement (67K) Doc #1568520: Click preview link for longer preview. FORM OF DEALER MANAGER AGREEMENT FOR REGISTERED DEBT EXCHANGE OFFER AVIATION SALES COMPANY AND HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL as Dealer Manager ____________________ Dealer Manager Agreement Exchange Offer Dated as of ________, 2001 <PAGE> DEALER MANAGER AGREEMENT Exchange Offer for and . . . 1568520	Aircraft Interior Design Aircraft Interior Design Inc ;	Akerman Akerman Senterfitt ( Legal ) As referenced in this Dealer Manager Agreement: Akerman, Senterfitt – financial statements, schedules and other statistical and financial data and Form T-I included therein or omitted therefrom); (b) A reliance letter addressed to you dated the Acceptance Date from Akerman, Senterfitt & Eidson, P.A. and ______________, substantially in the form heretofore provided to you and to be delivered to the Old Trustee and the New Trustee under the Old Indenture _____________ Akerman, Senterfitt – a copy to: (b) if to the Company: Aviation Sales Company 623 Radar Road Greensboro, North Carolina 27410 Telecopy: Attention: Roy T. Rimmer, Jr. 18 with a copy to: Akerman, Senterfitt & Eidson One Southeast Third Avenue Miami, Florida 33131-1704 Telecopy: (305) 374-5095 Attention: Philip B. Schwartz, Esq. 22. Subheadings. The descriptive headings contained in this Agreement are ----------- included _____________ dt 1560793
Preview Full Doc	2001	Dealer Manager Agreement Dealer Manager Agreement (41K) Doc #1570799: Click preview link for longer preview. <DESCRIPTION>DEALER MANAGER AGREEMENT <TEXT> WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 9 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 10 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 12 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 14 Limited Partnership Units at $1,000 per Unit Best . . . 1570799	WNC Housing Tax Credit Fund VI LP Series 9 WNC Housing Tax Credit Fund VI LP Series 9
Preview Full Doc	2001	Dealer-Manager Agreement Dealer-Manager Agreement (73K) Doc #1572900: Click preview link for longer preview. <TEXT> <PAGE> BOSTON CAPITAL TAX CREDIT FUND IV L.P. SERIES 41 and SERIES 42 DEALER-MANAGER AGREEMENT ______________ __, 2001 Boston Capital Services, Inc. One Boston Place Suite 2100 Boston, MA 02108-4406 Dear Sirs: Boston Capital Associates IV L.P., a Delaware limited partnership (the "General Partner"), and BCTC IV Assignor Corp., a Delaware corporation (the "Assignor Limited Partner") have organized and will act as the general partner and the assignor . . . 1572900	Boston Capital Tax Credit Fund IV LP Boston Capital Tax Credit Fund IV LP
Preview Full Doc	2001	Dealer Manager Agreement Dealer Manager Agreement (67K) Doc #1593690: Click preview link for longer preview. FORM OF DEALER MANAGER AGREEMENT FOR REGISTERED DEBT EXCHANGE OFFER AVIATION SALES COMPANY AND HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL as Dealer Manager ____________________ Dealer Manager Agreement Exchange Offer Dated as of ________, 2001 <PAGE> DEALER MANAGER AGREEMENT Exchange Offer for and . . . 1593690	AVS M 2 AVS M 2 Inc ;	Akerman Akerman Senterfitt ( Legal ) As referenced in this Dealer Manager Agreement: Akerman, Senterfitt – financial statements, schedules and other statistical and financial data and Form T-I included therein or omitted therefrom); (b) A reliance letter addressed to you dated the Acceptance Date from Akerman, Senterfitt & Eidson, P.A. and ______________, substantially in the form heretofore provided to you and to be delivered to the Old Trustee and the New Trustee under the Old Indenture _____________ Akerman, Senterfitt – a copy to: (b) if to the Company: Aviation Sales Company 623 Radar Road Greensboro, North Carolina 27410 Telecopy: Attention: Roy T. Rimmer, Jr. 18 with a copy to: Akerman, Senterfitt & Eidson One Southeast Third Avenue Miami, Florida 33131-1704 Telecopy: (305) 374-5095 Attention: Philip B. Schwartz, Esq. 22. Subheadings. The descriptive headings contained in this Agreement are ----------- included _____________ dt 1560796

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