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Dealer Manager Agreement
Dealer Manager Agreement (67K)
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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 . . .
1593716
| |
 Akerman
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 1560797
|
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Dealer Manager Agreement
Dealer Manager Agreement (67K)
Doc #1593753: 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 . . .
1593753
| |
Akerman
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 1560798
|
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Dealer Manager Agreement
Dealer Manager Agreement (67K)
Doc #1593783: 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 . . .
1593783
| |
Akerman
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 1560799
|
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Dealer Manager Agreement
Dealer Manager Agreement (67K)
Doc #1593812: 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 . . .
1593812
| |
Akerman
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 1560800
|
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Dealer Manager Agreement
Dealer Manager Agreement (67K)
Doc #1593862: 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 . . .
1593862
| |
Akerman
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 1560801
|
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| 2001 |
Dealer Manager Agreement
Dealer Manager Agreement (41K)
Doc #1595974: 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 . . .
1595974
| | |
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Dealer Manager Agreement
Dealer Manager Agreement (29K)
Doc #1618208: Click preview link for longer preview.
<TEXT>
<PAGE>
DEALER MANAGER AGREEMENT
THIS AGREEMENT, dated as of ___________, 2001, is made by and
between COMMONWEALTH INCOME & GROWTH FUND, Inc., a Pennsylvania corporation (the
"Company" ); and COMMONWEALTH CAPITAL SECURITIES CORP., a Pennsylvania
corporation ( the "Dealer Manager").
WHEREAS, the company proposes to offer and sell up to an aggregate
of 750,000 units in the Limited Partnerships ( the "Units") to the public
pursuant to a public offering:
WHEREAS, the Dealer Manager . . .
1618208
| |
 Chase Manhattan
As referenced in this Dealer Manager Agreement:
Chase Manhattan Bank – any other states.
2.6 Escrow. All funds received by the Deale Manager for the sale of
Units shall be deposited in an escrow account established by the Company at
Chase Manhattan Bank (the Escrow Agent), within 2 business days following
receipt of such funds by the Dealer Manager. Such escrow account shall be
denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS
_____________
dt 1427415
|
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Dealer Manager Agreement
Dealer Manager Agreement (70K)
Doc #1666330: Click preview link for longer preview.
S&S Draft: June 26, 2001 1
DEALER MANAGER AGREEMENT
CORPORACION DURANGO, S.A. DE C.V.
__________, 2001
Banc of America Securities LLC
9 West 57th Street, 31st Floor
New York, New York 10019
Ladies and Gentlemen:
General. Corporacion Durango, S.A. de C.V., a variable capital company
(sociedad anonima de capital variable) organized under the laws of the United
Mexican States (the " . . .
1666330
|
Corp. Durango
As referenced in this Dealer Manager Agreement:
CORPORACION DURANGO, S. – dex11.txt
<DESCRIPTION>FORM OF DEALER MANAGER AGREEMENT
<TEXT>
<PAGE>
Exhibit 1.1
S&S Draft: June 26, 2001 1
DEALER MANAGER AGREEMENT
CORPORACION DURANGO, S. A. DE C.V.
__________, 2001
Banc of America Securities LLC
9 West 57th Street, 31st Floor
New York, New York 10019
Ladies and Gentlemen:
General. Corporacion Durango, S.A.
_____________
Corporacion Durango, S. – AGREEMENT
CORPORACION DURANGO, S.A. DE C.V.
__________, 2001
Banc of America Securities LLC
9 West 57th Street, 31st Floor
New York, New York 10019
Ladies and Gentlemen:
General. Corporacion Durango, S. A. de C.V., a variable capital company
(sociedad anonima de capital variable) organized under the laws of the United
Mexican States (the "Company"), plans to (a) make an offer
_____________
Corporacion Durango, S. – hereto as
follows:
(a) If to you:
Banc of America Securities LLC
9 West 57th Street, 31st
Floor New York, New York 10019
Attention: ________________
(b) If to the Company:
Corporacion Durango, S. A. de C.V.
Torre Corporacion Durango
Potasio 150, Ciudad Industrial
Durango, United Mexican States
Attention: Legal Counsel
21. Waiver of Right to Jury Trial. You and the Company each
_____________
CORPORACION DURANGO, S. – in the space provided below for that purpose and
returning to us a copy of this letter, whereupon this letter shall constitute a
binding agreement between us.
Very truly yours,
CORPORACION DURANGO, S. A. DE C.V.
By:_______________________
Name:
Title:
Accepted as of the date
first above written:
BANC OF AMERICA SECURITIES LLC
By:_______________________
Name:
Title:
<PAGE>
EXHIBIT A
_____________
dt 1468468
;
|
BofA Securities
As referenced in this Dealer Manager Agreement:
Banc of America Securities LLC – AGREEMENT
<TEXT>
<PAGE>
Exhibit 1.1
S&S Draft: June 26, 2001 1
DEALER MANAGER AGREEMENT
CORPORACION DURANGO, S.A. DE C.V.
__________, 2001
Banc of America Securities LLC
9 West 57th Street, 31st Floor
New York, New York 10019
Ladies and Gentlemen:
General. Corporacion Durango, S.A. de C.V., a variable capital company
(sociedad anonima de
_____________
Banc of America Securities LLC – accordance with the laws of the State of New York. This Agreement constitutes
the entire agreement among the parties hereto with respect to the subject matter
hereof.
19. References to Banc of America Securities LLC . The Company agrees
that any reference to you in the Exchange Offer and Consent Solicitation
Material, or in any other release or communication relating to the Exchange
Offer and
_____________
Banc of America Securities LLC – given under this Agreement shall be in writing and shall be
deemed to have been duly given if delivered personally to the parties hereto as
follows:
(a) If to you:
Banc of America Securities LLC
9 West 57th Street, 31st
Floor New York, New York 10019
Attention: ________________
(b) If to the Company:
Corporacion Durango, S.A. de C.V.
Torre Corporacion Durango
Potasio
_____________
BANC OF AMERICA SECURITIES LLC – letter shall constitute a
binding agreement between us.
Very truly yours,
CORPORACION DURANGO, S.A. DE C.V.
By:_______________________
Name:
Title:
Accepted as of the date
first above written:
BANC OF AMERICA SECURITIES LLC
By:_______________________
Name:
Title:
<PAGE>
EXHIBIT A
OPINION OF WHITE & CASE, LLP
[TO COME]
<PAGE>
EXHIBIT B
OPINION OF WHITE & CASE, S.C.
[
_____________
dt 1357918
;
Chase Manhattan
As referenced in this Dealer Manager Agreement:
Chase Manhattan
Bank – its 13 1/8% Senior
Notes due 2006 (the "2006 Notes"), to be issued pursuant to the terms of an
indenture dated February 5, 2001 between the Company and The Chase Manhattan
Bank (the "2006 Indenture") or (ii) $1,0__ principal amount at maturity of its
__% Senior Notes due 2008 (the "2008 Notes") to be issued pursuant to the terms
of
_____________
Chase Manhattan
Bank – maturity of its
__% Senior Notes due 2008 (the "2008 Notes") to be issued pursuant to the terms
of an indenture to be entered into between the Company and The Chase Manhattan
Bank (the "2008 Indenture"), for each $1,000 principal amount at maturity of
outstanding 12 5/8% Notes due 2003 (the "Old Securities") of Grupo Industrial
Durango, S.A. de
_____________
Chase Manhattan Bank – withdrawal as Dealer Manager and Solicitation Agent pursuant to Section 2
of this Agreement.
3
<PAGE>
5. Exchange Agent and Information Agent. The Company will arrange for
The Chase Manhattan Bank to serve as exchange agent (the "Exchange Agent") in
connection with the Exchange Offer and Consent Solicitation and, as such, to
advise you at least daily as to such matters
_____________
dt 1427469
|
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Dealer Manager Agreement
Dealer Manager Agreement (73K)
Doc #1942892: Click preview link for longer preview.
PACHOLDER HIGH YIELD FUND, INC.
3,175,092 Shares of Common Stock Issuable Upon Exercise
of Transferable Rights to Subscribe for
Such Shares of Common Stock
DEALER MANAGER AGREEMENT
------------------------
March 2, 2001
Winton Associates, Inc.
8044 Montgomery Road, Suite 480
Cincinnati, Ohio 45236
Dear Sirs:
Pacholder High Yield Fund, Inc., a Maryland corporation ( . . .
1942892
| |
Kirkpatrick
As referenced in this Dealer Manager Agreement:
Kirkpatrick & Lockhart
– or the Adviser, shall be
contemplated by the Commission.
(b) The Dealer Manager shall have received on the date on which the
Offer commences (the "Commencement Date") the opinion of Kirkpatrick & Lockhart
LLP, counsel for the Fund, dated the Commencement Date, addressed to the Dealer
Manager to the effect that:
(i) the Fund is a corporation duly incorporated and validly existing
_____________
Kirkpatrick & Lockhart – the
provisions of the charter and bylaws of the Fund comply as to form in all
material respects with the requirements of the Investment Company Act.
In rendering such opinion, Kirkpatrick & Lockhart LLP may rely upon
certificates of officers of the Fund and of public officials as to matters of
fact, and may rely as to matters governed by states other than
_____________
Kirkpatrick & Lockhart
– public officials as to matters of
fact, and may rely as to matters governed by states other than Maryland on local
counsel in such jurisdictions, provided that in each case Kirkpatrick & Lockhart
LLP shall state that they believe that they and the Dealer Manager are justified
in relying on such other counsel.
In addition to the foregoing opinion, such counsel shall
_____________
Kirkpatrick & Lockhart – Dealer Manager may reasonably request. In rendering such opinion, Mr.
Shanahan may rely as to all matters governed by the laws of the State of
Maryland on the opinion of Kirkpatrick & Lockhart LLP delivered to the Dealer
Manager on the Commencement Date. In addition, such opinion shall also include a
statement to the effect that nothing has come to the attention of
_____________
Kirkpatrick & Lockhart – is based upon the procedures set forth therein, but is without
independent check and verification.
(e) The Dealer Manager shall have received at or prior to the
Commencement Date from Kirkpatrick & Lockhart LLP a memorandum or summary, in
form and substance satisfactory to the Dealer Manager, with respect to the
qualification for offering and sale by the Fund of the Rights and
_____________
dt 1524649
|
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Dealer Manager Agreement
Dealer Manager Agreement (67K)
Doc #1966321: 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 . . .
1966321
| |
Akerman
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 1560834
|
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| 2001 |
Dealer Manager Agreement
Dealer Manager Agreement (67K)
Doc #1966435: 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 . . .
1966435
| |
Akerman
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 1560835
|
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| 2001 |
Dealer Manager Agreement
Dealer Manager Agreement (67K)
Doc #1967575: 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 . . .
1967575
| |
Akerman
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 1560836
|
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| 2001 |
Dealer Manager Agreement
Dealer Manager Agreement (67K)
Doc #1971996: 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 . . .
1971996
| |
Akerman
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 1560837
|
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| 2001 |
Dealer Manager Agreement
Dealer Manager Agreement (67K)
Doc #2100845: 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 . . .
2100845
| |
Akerman
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 1560842
|
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| 2001 |
Dealer Manager Agreement
Dealer Manager Agreement (67K)
Doc #2195870: 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 . . .
2195870
| |
Akerman
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 1560858
|
Preview
Full Doc
| 2001 |
Dealer Manager Agreement
Dealer Manager Agreement (67K)
Doc #2195887: 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 . . .
2195887
| |
Akerman
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 1560860
|
Preview
Full Doc
| 2001 |
Dealer Manager Agreement
Dealer Manager Agreement (104K)
Doc #2460847: Click preview link for longer preview.
ACM INCOME FUND, INC.
55,002,812 Shares of Common Stock
Issuable Upon Exercise of Non-Transferable Rights
to Subscribe for Such Shares of Common Stock
DEALER MANAGER AGREEMENT
New York, New York
November __, 2001
SALOMON SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013
UBS WARBURG LLC
299 Park Avenue
New York, New York 10171
Ladies and Gentlemen:
ACM Income Fund, Inc., a Maryland corporation ( . . .
2460847
|
UBS Warburg
As referenced in this Dealer Manager Agreement:
UBS WARBURG LLC – to Subscribe for Such Shares of Common Stock
DEALER MANAGER AGREEMENT
New York, New York
November __, 2001
SALOMON SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013
UBS WARBURG LLC
299 Park Avenue
New York, New York 10171
Ladies and Gentlemen:
ACM Income Fund, Inc., a Maryland corporation (the
"Company"), confirms its agreement with and appointment of each
of
_____________
UBS Warburg LLC – York, New York 10171
Ladies and Gentlemen:
ACM Income Fund, Inc., a Maryland corporation (the
"Company"), confirms its agreement with and appointment of each
of Salomon Smith Barney Inc. and UBS Warburg LLC to act as dealer
manager (collectively, the "Dealer Manager") in connection with
the issuance by the Company to the holders of record at the close
of business on November
_____________
UBS Warburg LLC – and Solicitation Fees. In full
payment for the financial advisory and marketing services
rendered and to be rendered hereunder by the Dealer Manager, the
Company agrees to pay (i) to UBS Warburg LLC a fee equal to 1.00%
of the aggregate Subscription Price for the Shares issued
pursuant to the exercise of Rights and the Over-Subscription
Privilege by customers of
_____________
UBS Warburg LLC – LLC a fee equal to 1.00%
of the aggregate Subscription Price for the Shares issued
pursuant to the exercise of Rights and the Over-Subscription
Privilege by customers of UBS Warburg LLC and (ii) to Salomon
Smith Barney Inc. a fee equal to (A) 1.25% of the aggregate
Subscription Price for the Shares issued pursuant to the exercise
of Rights
_____________
UBS Warburg LLC – A) 1.25% of the aggregate
Subscription Price for the Shares issued pursuant to the exercise
of Rights and the Over-Subscription Privilege by all Holders
other than customers of UBS Warburg LLC plus (B) .25% of the
aggregate Subscription Price for the Shares issued pursuant to
the exercise of Rights and the Over-Subscription Privilege by
customers of UBS Warburg LLC (
_____________
dt 1540038
;
ACM Income Fund
As referenced in this Dealer Manager Agreement:
ACM INCOME FUND, INC – {DOCUMENT}
{TYPE}EX-99.2H DISTR CONTR
{SEQUENCE}6
{FILENAME}acm_99h100250262ac1.txt
{DESCRIPTION}EXHIBIT (H)(1) FORM OF DEALER MANAGER AGREEMENT
{TEXT}
{PAGE}
ACM INCOME FUND, INC .
55,002,812 Shares of Common Stock
Issuable Upon Exercise of Non-Transferable Rights
to Subscribe for Such Shares of Common Stock
DEALER MANAGER AGREEMENT
New York, New York
_____________
ACM Income Fund, Inc – York
November __, 2001
SALOMON SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013
UBS WARBURG LLC
299 Park Avenue
New York, New York 10171
Ladies and Gentlemen:
ACM Income Fund, Inc ., a Maryland corporation (the
"Company"), confirms its agreement with and appointment of each
of Salomon Smith Barney Inc. and UBS Warburg LLC to act as dealer
manager (collectively, the "
_____________
ACM Income
Fund, Inc – III, 388 Greenwich Street, New York, New York
10013; or if sent to the Company or the Investment Adviser, will
34
{PAGE}
be mailed, delivered or telegraphed and confirmed to ACM Income
Fund, Inc ., Attn: Edmund P. Bergan, Jr., c/o Alliance Capital
Management L.P., 1345 Avenue of the Americas, New York, New York
10105, or Alliance Capital Management L.P., Attn:
_____________
ACM INCOME FUND, INC – indicate in the space
provided below for that purpose, whereupon this letter shall
constitute a binding agreement among the Company, the Investment
Adviser and the Dealer Manager.
Very truly yours,
ACM INCOME FUND, INC .
By:______________________
Name:
Title:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its
general partner
By:______________________
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted
_____________
dt 1601522
;
|
Salomon
As referenced in this Dealer Manager Agreement:
SALOMON SMITH BARNEY INC – 812 Shares of Common Stock
Issuable Upon Exercise of Non-Transferable Rights
to Subscribe for Such Shares of Common Stock
DEALER MANAGER AGREEMENT
New York, New York
November __, 2001
SALOMON SMITH BARNEY INC .
388 Greenwich Street
New York, New York 10013
UBS WARBURG LLC
299 Park Avenue
New York, New York 10171
Ladies and Gentlemen:
ACM Income Fund, Inc., a Maryland corporation (
_____________
Salomon Smith Barney Inc – LLC
299 Park Avenue
New York, New York 10171
Ladies and Gentlemen:
ACM Income Fund, Inc., a Maryland corporation (the
"Company"), confirms its agreement with and appointment of each
of Salomon Smith Barney Inc . and UBS Warburg LLC to act as dealer
manager (collectively, the "Dealer Manager") in connection with
the issuance by the Company to the holders of record at the close
_____________
Salomon
Smith Barney Inc – 00%
of the aggregate Subscription Price for the Shares issued
pursuant to the exercise of Rights and the Over-Subscription
Privilege by customers of UBS Warburg LLC and (ii) to Salomon
Smith Barney Inc . a fee equal to (A) 1.25% of the aggregate
Subscription Price for the Shares issued pursuant to the exercise
of Rights and the Over-Subscription Privilege by all
_____________
Salomon
Smith Barney Inc – if no broker-dealer is so designated or a broker-dealer is
otherwise not entitled to receive compensation pursuant to the
terms of the Soliciting Dealer Agreement, then to pay Salomon
Smith Barney Inc . the Solicitation Fee for such exercise of
Rights and the Over-Subscription Privilege. Payment to the
Dealer Manager by the Company will be in the form of a wire
_____________
Salomon
Smith Barney Inc – any party
to any other party except as provided in Section 5.
10. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to Salomon
Smith Barney Inc . or UBS Warburg LLC, will be mailed, delivered
or telegraphed and confirmed to Salomon Smith Barney Inc., Attn.:
William B. Ogden, III, 388 Greenwich Street, New York, New York
_____________
dt 1569416
;
Smith Barney
As referenced in this Dealer Manager Agreement:
SMITH BARNEY INC – Shares of Common Stock
Issuable Upon Exercise of Non-Transferable Rights
to Subscribe for Such Shares of Common Stock
DEALER MANAGER AGREEMENT
New York, New York
November __, 2001
SALOMON SMITH BARNEY INC .
388 Greenwich Street
New York, New York 10013
UBS WARBURG LLC
299 Park Avenue
New York, New York 10171
Ladies and Gentlemen:
ACM Income Fund, Inc., a Maryland corporation (
_____________
Smith Barney Inc – 299 Park Avenue
New York, New York 10171
Ladies and Gentlemen:
ACM Income Fund, Inc., a Maryland corporation (the
"Company"), confirms its agreement with and appointment of each
of Salomon Smith Barney Inc . and UBS Warburg LLC to act as dealer
manager (collectively, the "Dealer Manager") in connection with
the issuance by the Company to the holders of record at the close
_____________
Smith Barney Inc – of the aggregate Subscription Price for the Shares issued
pursuant to the exercise of Rights and the Over-Subscription
Privilege by customers of UBS Warburg LLC and (ii) to Salomon
Smith Barney Inc . a fee equal to (A) 1.25% of the aggregate
Subscription Price for the Shares issued pursuant to the exercise
of Rights and the Over-Subscription Privilege by all
_____________
Smith Barney Inc – no broker-dealer is so designated or a broker-dealer is
otherwise not entitled to receive compensation pursuant to the
terms of the Soliciting Dealer Agreement, then to pay Salomon
Smith Barney Inc . the Solicitation Fee for such exercise of
Rights and the Over-Subscription Privilege. Payment to the
Dealer Manager by the Company will be in the form of a wire
_____________
Smith Barney Inc – party
to any other party except as provided in Section 5.
10. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to Salomon
Smith Barney Inc . or UBS Warburg LLC, will be mailed, delivered
or telegraphed and confirmed to Salomon Smith Barney Inc., Attn.:
William B. Ogden, III, 388 Greenwich Street, New York, New York
_____________
dt 1601416
;
Simpson Thacher
As referenced in this Dealer Manager Agreement:
Simpson
Thacher – matters of
fact, to the extent such counsel deems proper, on certificates of
responsible officers of the Investment Adviser and public
officials.
(c) The Dealer Manager shall have received from Simpson
Thacher & Bartlett, counsel for the Dealer Manager, such opinion,
dated the Representation Date or the Expiration Date, as the case
may be, with respect to the Offer, the Registration Statement,
_____________
dt 1531758
|
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Full Doc
| 2000 |
Dealer Manager Agreement
Dealer Manager Agreement (48K)
Doc #256154: Click preview link for longer preview.
DEALER MANAGER AGREEMENT
{PAGE}
WELLS REAL ESTATE INVESTMENT TRUST, INC.
Up to 135,000,000 Shares of Common Stock/$1,350,000,000
DEALER MANAGER AGREEMENT
------------------------
November 15, 2000
Wells Investment Securities, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia 30092
Ladies and Gentlemen:
Wells Real Estate Investment Trust, Inc., a Maryland corporation (the
"Company"), is registering for public sale a maximum of 140,000,000 shares of
its common stock, $.01 par value per share (the "Offering"), of which amount
5,000,000 shares are to be sold upon exercise of soliciting dealer warrants to
be issued to broker-dealers participating in the Offering, with the balance of
135,000,000 shares (the "Shares" or the "Stock") to be issued and sold for an
aggregate purchase price of $1,350,000,000 (125,000,000 shares to be offered to
the public and 10,000,000 shares to be offered pursuant to the Company's
dividend reinvestment plan). Such Stock is to be sold for a per share cash
purchase price of $10.00; and the minimum purchase by any one person shall be
100 Shares (except as otherwise indicated in the Prospectus or in any letter or
memorandum from the Company to Wells Investment Securities, Inc. (the "Dealer
Manager")). Terms not defined herein shall have the same meaning as in the
Prospectus. The Stock is being registered with the SEC (as defined herein) as
part of a registration of 140,000,000 shares, of which amount 5,000,000 will be
issued upon the exercise of certain warrants to be issued in connection with the
Offering. In connection therewith, the Company hereby agrees with you, the
Dealer Manager, as follows:
1. Representations and Warranties of the Company
---------------------------------------------
The Company represents and warrants to the Dealer Manager and each dealer
with whom the Dealer Manager has entered into or will enter into a Selected
Dealer Agreement in the form attached to this Agreement as Exhibit "A" (said
dealers being hereinafter called the "Dealers") that:
1.1 A registration statement with respect to the Company has been
prepared by the Company in accordance with applicable requirements of the
Securities Act of 1933, as amended (the Securities Act"), and the applicable
rules and regulations (the "Rules and
{PAGE}
Regulations") of the Securities and Exchange Commission (the "SEC") promulgated
thereunder, covering the Shares. Said registration statement, which includes a
preliminary prospectus, was initially filed with the SEC on or about August 31,
2000. Copies of such registration statement and each amendment thereto have been
or will be delivered to the Dealer Manager. (The registration statement and
prospectus contained therein, as finally amended and revised at the effective
date of the registration statement, are respectively hereinafter referred to as
the "Registration Statement" and the "Prospectus," except that if the Prospectus
first filed by the Company pursuant to Rule 424(b) under the Securities Act
shall differ from the Prospectus, the term "Prospectus" shall also include the
Prospectus filed pursuant to Rule 424(b).)
1.2 The Company has been duly and validly organized and formed as a
corporation under the laws of the state of Maryland, with the power and
authority to conduct its business as described in the Prospectus.
1.3 The Registration Statement and Prospectus comply with the
Securities Act and the Rules and Regulations and do not contain any untrue
statements of material facts or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; provided, however, that the foregoing provisions of this Section 1.3
-------- -------
will not extend to such statements contained in or omitted from the Registration
Statement or Prospectus as are primarily within the knowledge of the Dealer
Manager or any of the Dealers and are based upon information furnished by the
Dealer Manager in writing to the Company specifically for inclusion therein.
1.4 The Company intends to use the funds received from the sale of
the Shares as set forth in the Prospectus.
1.5 No consent, approval, authorization or other order of any
governmental authority is required in connection with the execution or delivery
by the Company of this Agreement or the issuance and sale by the Company of the
Shares, except such as may be required under the Securities Act or applicable
state securities laws.
1.6 There are no actions, suits or proceedings pending or to the
knowledge of the Company, threatened against the Company at law or in equity or
before or by any federal or state commission, regulatory body or administrative
agency or other governmental body, domestic or foreign, which will have a
material adverse effect on the business or property of the Company.
1.7 The execution and delivery of this Agreement, the consummation of
the transactions herein contemplated and compliance with the terms of this
Agreement by the Company will not conflict with or constitute a default under
any charter, by-law, indenture, mortgage, deed of trust, lease, rule,
regulation, writ, injunction or decree of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over the
Company, except to the extent that the enforceability of the indemnity and/or
contribution provisions contained in Section 4 of this Agreement may be limited
under applicable securities laws.
256154
|
Wells REIT
As referenced in this Dealer Manager Agreement:
WELLS REAL ESTATE INVESTMENT TRUST, INC – 1.1
{SEQUENCE}2
{FILENAME}0002.txt
{DESCRIPTION}FORM OF DEALER MANAGER DISTRIBUTION AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 1.1
DEALER MANAGER AGREEMENT
{PAGE}
WELLS REAL ESTATE INVESTMENT TRUST, INC .
Up to 135,000,000 Shares of Common Stock/$1,350,000,000
DEALER MANAGER AGREEMENT
------------------------
November 15, 2000
Wells Investment Securities,
_____________
Wells Real Estate Investment Trust, Inc – 000
DEALER MANAGER AGREEMENT
------------------------
November 15, 2000
Wells Investment Securities, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia 30092
Ladies and Gentlemen:
Wells Real Estate Investment Trust, Inc ., a Maryland corporation (the
"Company"), is registering for public sale a maximum of 140,000,000 shares of
its common stock, $.01
_____________
"Wells Real Estate
Investment Trust, Inc – 12.1 Those persons who purchase Shares will be instructed by the
Dealer Manager or the Dealer to make their checks payable to "Wells Real Estate
Investment Trust, Inc ." The Dealer Manager and any Dealer receiving a check not
conforming to the foregoing instructions shall return such check directly to
such
_____________
Wells Real Estate Investment
Trust, Inc – transmitted in care of the Dealer Manager by the end of the next business day
following receipt by the Dealer for deposit to Wells Real Estate Investment
Trust, Inc .
12.3 Where, pursuant to a Dealer's internal supervisory procedures,
final internal supervisory review is conducted at a different location, checks
_____________
Wells Real
Estate Investment Trust, Inc – the next business day following receipt by the Final Review Office,
transmit such checks in care of the Dealer Manager for deposit to Wells Real
Estate Investment Trust, Inc .
12.4 Where the Dealer Manager is involved in the distribution process,
checks will be transmitted by the Dealer Manager for deposit
_____________
dt 138901
;
|
Wells Investment
As referenced in this Dealer Manager Agreement:
Wells Investment Securities, – ESTATE INVESTMENT TRUST, INC.
Up to 135,000,000 Shares of Common Stock/$1,350,000,000
DEALER MANAGER AGREEMENT
------------------------
November 15, 2000
Wells Investment Securities, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia 30092
Ladies and Gentlemen:
Wells Real Estate Investment Trust, Inc., a Maryland corporation (
_____________
Wells Investment Securities, – one person shall be
100 Shares (except as otherwise indicated in the Prospectus or in any letter or
memorandum from the Company to Wells Investment Securities, Inc. (the "Dealer
Manager")). Terms not defined herein shall have the same meaning as in the
Prospectus. The Stock is being registered
_____________
WELLS INVESTMENT SECURITIES, – WELLS REAL ESTATE INVESTMENT TRUST, INC.
By:_____________________________________________
Leo F. Wells, III
President
Accepted and agreed as of the
date first above written.
WELLS INVESTMENT SECURITIES, INC.
By:_________________________________
Leo F. Wells, III
President
10
{PAGE}
EXHIBIT "A"
WELLS REAL ESTATE INVESTMENT TRUST, INC.
Up to 135,000,
_____________
Wells Investment Securities, – ESTATE INVESTMENT TRUST, INC.
Up to 135,000,000 Shares of Common Stock/$1,350,000,000
SELECTED DEALER AGREEMENT
-------------------------
Ladies and Gentlemen:
Wells Investment Securities, Inc., as the dealer manager ("Dealer Manager")
for Wells Real Estate Investment Trust, Inc. (the "Company"), a Maryland
corporation, invites you (the "
_____________
WELLS INVESTMENT SECURITIES, – laws of
the State of Georgia and shall take effect when signed by Dealer and
countersigned by the Dealer Manager.
THE DEALER MANAGER:
WELLS INVESTMENT SECURITIES, INC.
Attest:
By:_________________________ By:_________________________________
Name:_______________________ Leo F. Wells, III
Title:______________________ President
4
{PAGE}
We have read the foregoing
_____________
dt 123767
|
Preview
Full Doc
| 2000 |
Dealer Manager Agreement
Dealer Manager Agreement (48K)
Doc #256176: Click preview link for longer preview.
DEALER MANAGER AGREEMENT
------------------------
____________, 200__
Wells Investment Securities, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia 30092
Ladies and Gentlemen:
Wells Real Estate Investment Trust, Inc., a Maryland corporation (the
"Company"), is registering for public sale a maximum of 140,000,000 shares of
its common stock, $.01 par value per share (the "Offering"), of which amount
5,000,000 shares are to be sold upon exercise of soliciting dealer warrants to
be issued to broker-dealers participating in the Offering, with the balance of
135,000,000 shares (the "Shares" or the "Stock") to be issued and sold for an
aggregate purchase price of $1,350,000,000 (125,000,000 shares to be offered to
the public and 10,000,000 shares to be offered pursuant to the Company's
dividend reinvestment plan). Such Stock is to be sold for a per share cash
purchase price of $10.00; and the minimum purchase by any one person shall be
100 Shares (except as otherwise indicated in the Prospectus or in any letter or
memorandum from the Company to Wells Investment Securities, Inc. (the "Dealer
Manager")). Terms not defined herein shall have the same meaning as in the
Prospectus. The Stock is being registered with the SEC (as defined herein) as
part of a registration of 140,000,000 shares, of which amount 5,000,000 will be
issued upon the exercise of certain warrants to be issued in connection with the
Offering. In connection therewith, the Company hereby agrees with you, the
Dealer Manager, as follows:
1. Representations and Warranties of the Company
---------------------------------------------
The Company represents and warrants to the Dealer Manager and each dealer
with whom the Dealer Manager has entered into or will enter into a Selected
Dealer Agreement in the form attached to this Agreement as Exhibit "A" (said
dealers being hereinafter called the "Dealers") that:
1.1 A registration statement with respect to the Company has been
prepared by the Company in accordance with applicable requirements of the
Securities Act of 1933, as amended (the Securities Act"), and the applicable
rules and regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "SEC") promulgated thereunder, covering the Shares.
Said registration statement, which includes a preliminary prospectus, was
{PAGE}
initially filed with the SEC on or about August 31, 2000. Copies of such
registration statement and each amendment thereto have been or will be delivered
to the Dealer Manager. (The registration statement and prospectus contained
therein, as finally amended and revised at the effective date of the
registration statement, are respectively hereinafter referred to as the
"Registration Statement" and the "Prospectus," except that if the Prospectus
first filed by the Company pursuant to Rule 424(b) under the Securities Act
shall differ from the Prospectus, the term "Prospectus" shall also include the
Prospectus filed pursuant to Rule 424(b).)
1.2 The Company has been duly and validly organized and formed as a
corporation under the laws of the state of Maryland, with the power and
authority to conduct its business as described in the Prospectus.
1.3 The Registration Statement and Prospectus comply with the
Securities Act and the Rules and Regulations and do not contain any untrue
statements of material facts or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; provided, however, that the foregoing provisions of this Section 1.3
-------- -------
will not extend to such statements contained in or omitted from the Registration
Statement or Prospectus as are primarily within the knowledge of the Dealer
Manager or any of the Dealers and are based upon information furnished by the
Dealer Manager in writing to the Company specifically for inclusion therein.
1.4 The Company intends to use the funds received from the sale of
the Shares as set forth in the Prospectus.
1.5 No consent, approval, authorization or other order of any
governmental authority is required in connection with the execution or delivery
by the Company of this Agreement or the issuance and sale by the Company of the
Shares, except such as may be required under the Securities Act or applicable
state securities laws.
1.6 There are no actions, suits or proceedings pending or to the
knowledge of the Company, threatened against the Company at law or in equity or
before or by any federal or state commission, regulatory body or administrative
agency or other governmental body, domestic or foreign, which will have a
material adverse effect on the business or property of the Company.
1.7 The execution and delivery of this Agreement, the consummation of
the transactions herein contemplated and compliance with the terms of this
Agreement by the Company will not conflict with or constitute a default under
any charter, by-law, indenture, mortgage, deed of trust, lease, rule,
regulation, writ, injunction or decree of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over the
Company, except to the extent that the enforceability of the indemnity and/or
contribution provisions contained in Section 4 of this Agreement may be limited
under applicable securities laws.
1.8 The Company has full legal right, power and authority to enter
into this Agreement and to perform the transactions contemplated hereby, except
256176
|
Wells REIT
As referenced in this Dealer Manager Agreement:
WELLS REAL ESTATE INVESTMENT TRUST, INC – 2
{FILENAME}0002.txt
{DESCRIPTION}FORM OF DEALER MANAGER DISTRIBUTION AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 1.1
FORM OF
DEALER MANAGER DISTRIBUTION AGREEMENT
{PAGE}
WELLS REAL ESTATE INVESTMENT TRUST, INC .
Up to 135,000,000 Shares of Common Stock/$1,350,000,000
DEALER MANAGER AGREEMENT
------------------------
____________, 200__
Wells Investment Securities, Inc.
_____________
Wells Real Estate Investment Trust, Inc – 000,000
DEALER MANAGER AGREEMENT
------------------------
____________, 200__
Wells Investment Securities, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia 30092
Ladies and Gentlemen:
Wells Real Estate Investment Trust, Inc ., a Maryland corporation (the
"Company"), is registering for public sale a maximum of 140,000,000 shares of
its common stock, $.01
_____________
"Wells Real Estate
Investment Trust, Inc – 12.1 Those persons who purchase Shares will be instructed by the
Dealer Manager or the Dealer to make their checks payable to "Wells Real Estate
Investment Trust, Inc ." The Dealer Manager and any Dealer receiving a check not
conforming to the foregoing instructions shall return such check directly to
such
_____________
Wells Real Estate Investment
Trust, Inc – transmitted in care of the Dealer Manager by the end of the next business day
following receipt by the Dealer for deposit to Wells Real Estate Investment
Trust, Inc .
12.3 Where, pursuant to a Dealer's internal supervisory procedures,
final internal supervisory review is conducted at a different location, checks
_____________
Wells Real
Estate Investment Trust, Inc – the next business day following receipt by the Final Review Office,
transmit such checks in care of the Dealer Manager for deposit to Wells Real
Estate Investment Trust, Inc .
12.4 Where the Dealer Manager is involved in the distribution process,
checks will be transmitted by the Dealer Manager for deposit
_____________
dt 138913
;
|
Wells Investment
As referenced in this Dealer Manager Agreement:
Wells Investment Securities, – REAL ESTATE INVESTMENT TRUST, INC.
Up to 135,000,000 Shares of Common Stock/$1,350,000,000
DEALER MANAGER AGREEMENT
------------------------
____________, 200__
Wells Investment Securities, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia 30092
Ladies and Gentlemen:
Wells Real Estate Investment Trust, Inc., a Maryland corporation (
_____________
Wells Investment Securities, – one person shall be
100 Shares (except as otherwise indicated in the Prospectus or in any letter or
memorandum from the Company to Wells Investment Securities, Inc. (the "Dealer
Manager")). Terms not defined herein shall have the same meaning as in the
Prospectus. The Stock is being registered
_____________
WELLS INVESTMENT SECURITIES, – WELLS REAL ESTATE INVESTMENT TRUST, INC.
By:______________________________________________
Leo F. Wells, III
President
Accepted and agreed as of the
date first above written.
WELLS INVESTMENT SECURITIES, INC.
By:________________________
Leo F. Wells, III
President
10
{PAGE}
EXHIBIT "A"
WELLS REAL ESTATE INVESTMENT TRUST, INC.
Up to 135,000,
_____________
Wells Investment Securities, – ESTATE INVESTMENT TRUST, INC.
Up to 135,000,000 Shares of Common Stock/$1,350,000,000
SELECTED DEALER AGREEMENT
-------------------------
Ladies and Gentlemen:
Wells Investment Securities, Inc., as the dealer manager ("Dealer Manager")
for Wells Real Estate Investment Trust, Inc. (the "Company"), a Maryland
corporation, invites you (the "
_____________
WELLS INVESTMENT SECURITIES, – laws of
the State of Georgia and shall take effect when signed by Dealer and
countersigned by the Dealer Manager.
THE DEALER MANAGER:
WELLS INVESTMENT SECURITIES, INC.
Attest:
By:_______________________ By:________________________________
Name:_____________________ Leo F. Wells, III
Title:____________________ President
4
{PAGE}
We have read the foregoing
_____________
dt 123768
|
Preview
Full Doc
| 2000 |
Dealer Manager Agreement
Dealer Manager Agreement (68K)
Doc #1075612: Click preview link for longer preview.
DEALER MANAGER AGREEMENT
July 14, 2000
STIFEL, NICOLAUS & COMPANY, INC.
1125 17th Street
Suite 1500
Denver, CO 80202
Ladies and Gentlemen:
This agreement (the "Agreement") will confirm the
understanding among Metretek Technologies, Inc., a Delaware corporation (the
"Company" or "us" or "we") and Stifel, Nicolaus & Company, Inc. ("SNC" or "you")
pursuant to which the Company has retained SNC, on the terms and subject to the
conditions set . . .
1075612
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