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Preview Full Doc	2006	Dealer Manager Agreement Dealer Manager Agreement (75K) Doc #2069789: Click preview link for longer preview. HINES REAL ESTATE INVESTMENT TRUST, INC. Up to $2,200,000,000 in Shares of Common Stock DEALER MANAGER AGREEMENT May 30, 2006 Hines Real Estate Securities, Inc. Suite 4700 2800 Post Oak Boulevard Houston, Texas 77056-6118 Ladies and Gentlemen: Hines Real Estate Investment Trust, Inc., a Maryland corporation (the ï¿½Companyï¿½), is registering for public sale a maximum of $2,200,000,000 in shares (the ï¿½Sharesï¿½) of its common stock, $.001 par value per Share (the ï¿½Offeringï¿½). $2,000,000,000 in Shares will be offered to the public at the . . . 2069789	Hines Real Estate Investment Trust Hines Real Estate Investment Trust Inc
Preview Full Doc	2006	Dealer Manager Agreement Dealer Manager Agreement (83K) Doc #2069951: Click preview link for longer preview. WELLS TIMBER REAL ESTATE INVESTMENT TRUST, INC. UP TO 85,000,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT November 10, 2005 As Amended and Restated on __________ , 2006 Wells Investment Securities, Inc. 6200 The Corners Parkway Norcross, Georgia 30092-3365 Ladies and Gentlemen: Wells Timber Real Estate Investment Trust, Inc., a Maryland corporation (the "COMPANY"), . . . 2069951	Wells Timber Real Estate Investment Trust Wells Timber Real Estate Investment Trust, Inc. ; Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Dealer Manager Agreement: Wachovia Bank, Na – Dealer Manager agrees to be bound by the terms of (a) the Amended and Restated Escrow Agreement, dated November 10, 2005, as amended and restated as of ________, 2006 among Wachovia Bank, Na tional Association, as escrow agent (the "ESCROW AGENT"), the Dealer Manager and the Company, and (b) the Amended and Restated Escrow Agreement for Pennsylvania Subscribers, dated November 10, 2005, as _____________ dt 1388254 ;	Wells Investment Wells Investment Securities, Inc. ( Financial ) As referenced in this Dealer Manager Agreement: Wells Investment Securities, Inc – 1 WELLS TIMBER REAL ESTATE INVESTMENT TRUST, INC. UP TO 85,000,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT November 10, 2005 As Amended and Restated on __________ , 2006 Wells Investment Securities, Inc . 6200 The Corners Parkway Norcross, Georgia 30092-3365 Ladies and Gentlemen: Wells Timber Real Estate Investment Trust, Inc., a Maryland corporation (the "COMPANY"), has registered shares of its common _____________ Wells Investment Securities, Inc – the Company's dividend reinvestment plan (the "DRP"). The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRP. The Company desires for Wells Investment Securities, Inc . (the "DEALER MANAGER") to act as its agent in connection with the offer and sale of the Shares to the public (the "OFFERING"). Except as described in the Prospectus _____________ WELLS INVESTMENT SECURITIES, INC – as of the date first above written. Very truly yours, WELLS TIMBER REAL ESTATE INVESTMENT TRUST, INC. By: ------------------------------------ Name: Title: Accepted and agreed as of the date first above written. WELLS INVESTMENT SECURITIES, INC . By: ------------------------------------ Name: Title: -14- {PAGE} EXHIBIT A WELLS TIMBER REAL ESTATE INVESTMENT TRUST, INC. UP TO 85,000,000 SHARES OF COMMON STOCK SELECTED DEALER AGREEMENT Ladies and Gentlemen: _____________ Wells Investment Securities, Inc – INC. By: ------------------------------------ Name: Title: -14- {PAGE} EXHIBIT A WELLS TIMBER REAL ESTATE INVESTMENT TRUST, INC. UP TO 85,000,000 SHARES OF COMMON STOCK SELECTED DEALER AGREEMENT Ladies and Gentlemen: Wells Investment Securities, Inc ., as the dealer manager ("DEALER MANAGER") for Wells Timber Real Estate Investment Trust, Inc. (the "COMPANY"), a Maryland corporation, invites you (the "DEALER") to participate in the distribution of _____________ Wells Investment Securities, Inc – sent by an additional method provided hereunder, in each case above provided such communication is addressed to the intended recipient thereof as set forth below: If to the Dealer Manager: Wells Investment Securities, Inc . 6200 The Corners Parkway, Norcross, Georgia 30092-3365 Attention: Kirk A. Montgomery Facsimile No. (770) 243-8187 If to a Dealer, to the address or facsimile number and address _____________ dt 1488753
Preview Full Doc	2006	Dealer Manager Agreement Dealer Manager Agreement (82K) Doc #2258345: Click preview link for longer preview. THE PMI GROUP, INC. and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of July __, 2006 Dealer Manager Agreement July __, 2006 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. The Exchange Offer. The PMI Group, Inc., a Delaware corporation (the ï¿½Companyï¿½) proposes to offer to exchange up to $[359,986,000] aggregate principal amount of its outstanding 2.50% Senior Convertible Debentures due July 15, 2021 (the ï¿½Existing Securitiesï¿½) for an equal principal amount of its new 2.50% Senior Convertible . . . 2258345	PMI Group, Inc. PMI Group, Inc. ( Property & Casualty Insurance ) As referenced in this Dealer Manager Agreement: PMI GROUP, INC – Form of Dealer Manager Agreement EX-1.1 2 dex11.htm FORM OF DEALER MANAGER AGREEMENT Exhibit 1.1 THE PMI GROUP, INC . and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of July __, 2006 Dealer Manager Agreement July __, 2006 BANC OF AMERICA SECURITIES LLC 9 West 57th _____________ PMI Group, Inc – __, 2006 Dealer Manager Agreement July __, 2006 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. The Exchange Offer. The PMI Group, Inc ., a Delaware corporation (the Company) proposes to offer to exchange up to $[359,986,000] aggregate principal amount of its outstanding 2.50% Senior Convertible Debentures due July 15, _____________ PMI Group, Inc – 212-583- Attention: with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Facsimile: 212-450-4800 Attention: Michael Kaplan If to the Company: The PMI Group, Inc . 3003 Oak Road Walnut Creek, CA 94597 Facsimile: (925) 658-6175 Attention: General Counsel with a copy to: Sullivan & Cromwell LLP 1870 Embarcadero Road Palo Alto, CA 94303 _____________ PMI GROUP, INC – return to the Company 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, THE PMI GROUP, INC . By: Name: Title: The foregoing Dealer Manager Agreement is hereby confirmed and accepted by the Dealer Manager in New York, New York as of the date first above written. _____________ dt 1463440 ;	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Dealer Manager Agreement: BANC OF AMERICA SECURITIES LLC – Form of Dealer Manager Agreement EX-1.1 2 dex11.htm FORM OF DEALER MANAGER AGREEMENT Exhibit 1.1 THE PMI GROUP, INC. and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of July __, 2006 Dealer Manager Agreement July __, 2006 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 _____________ BANC OF AMERICA SECURITIES LLC – MANAGER AGREEMENT Exhibit 1.1 THE PMI GROUP, INC. and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of July __, 2006 Dealer Manager Agreement July __, 2006 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. The Exchange Offer. The PMI Group, Inc., a Delaware corporation (the Company) proposes to offer 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- Attention: with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Facsimile: 212- _____________ BANC OF AMERICA SECURITIES LLC – confirmed and accepted by the Dealer Manager in New York, New York as of the date first above written. 26 Accepted and agreed as of the date first above written: BANC OF AMERICA SECURITIES LLC By: Name: Title: 27 _____________ dt 1571931
Preview Full Doc	2006	Dealer Manager Agreement Dealer Manager Agreement (100K) Doc #2404295: Click preview link for longer preview. HERCULES TECHNOGLOGY GROWTH CAPITAL, INC. [ ] Shares of Common Stock Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares of Common Stock DEALER MANAGER AGREEMENT [ ], 2006 A.G. Edwards & Sons, Inc. One North Jefferson St. Louis, MO 63103 JMP Securities LLC 600 . . . 2404295	Hercules Technology Growth Capital Hercules Technology Growth Capital Inc ; Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Dealer Manager Agreement: Sutherland Asbill – as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. (c) The Dealer Managers shall have received from Sutherland Asbill & Brennan LLP, counsel for the Dealer Managers, such opinion or opinions, dated the Representation Time and the Expiration Time, with respect to the Rights Offering, the Registration Statement, _____________ dt 1529146 ;	Venable Venable LLP ( Legal ) As referenced in this Dealer Manager Agreement: Venable – proper, on certificates of responsible officers of the Company and public officials; (2) The favorable opinion, dated the Representation Time and the Expiration Time as the case may be, of Venable LLP, counsel for the Company, in substantially the form set forth in Annex III hereto. In rendering such opinion, Venable LLP may rely as to matters of fact, to the _____________ Venable – and the Expiration Time as the case may be, of Venable LLP, counsel for the Company, in substantially the form set forth in Annex III hereto. In rendering such opinion, Venable LLP may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. (c) The Dealer Managers shall _____________ Venable – us in writing, may not be relied upon for any other purpose or by any other person. ANNEX III Pursuant to Section 6(b)(2) of the Dealer Manager Agreement, Venable LLP, Maryland counsel to the Company, shall furnish letters to the Dealer Managers to the effect that: (i) The Company is a corporation duly incorporated and existing under and by _____________ dt 1599459
Preview Full Doc	2006	Dealer Manager Agreement Dealer Manager Agreement (76K) Doc #2408303: Click preview link for longer preview. CREDIT PROPERTY TRUST, INC. Up to 10,000,000 Shares of Common Stock DEALER MANAGER AGREEMENT April 6, 2004 Cole Capital Corporation 2555 East Camelback Road Suite 400 Phoenix, Arizona 85016 Ladies and Gentlemen: Cole Credit Property Trust, Inc., a Maryland corporation (the ï¿½Companyï¿½), is offering up to a maximum 10,000,000 shares of its common stock, $0.01 par value per share (the ï¿½Sharesï¿½) to ï¿½accredited investors,ï¿½ as that term is defined in the Securities Act of 1933, as amended, and Regulation D promulgated thereunder (the . . . 2408303	Cole Credit Property Trust Cole Credit Property Trust Inc ;	Wells Fargo Bank Wells Fargo Bank, NA ( Financial ) As referenced in this Dealer Manager Agreement: Wells Fargo Bank, N – connection with the sale of Shares of the Company. The Dealer Manager agrees to be bound by the terms of the Escrow Agreement executed as of April 7, 2004 among Wells Fargo Bank, N .A., as escrow agent, the Dealer Manager and the Company, a copy of which is enclosed (the Escrow Agreement). 3.2 The Dealer Manager and the Dealers will not _____________ Wells Fargo Bank, N – the Securities Act. 12. Submission of Subscriptions 12.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to Wells Fargo Bank, N .A., Escrow Agent for Cole Credit Property Trust, Inc. The Dealer Manager and any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly _____________ Wells Fargo Bank, N – the Company to supplement the Offering Memorandum (supplemental information). II. Submission of Orders Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to Wells Fargo Bank, N .A., Escrow Agent for Cole Credit Property Trust, Inc. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber not _____________ Wells Fargo Bank, N – has received written notice thereof. (c) All monies received for purchase of any of the Shares shall be forwarded by the Investment Advisor to Cole Capital Corporation for delivery to Wells Fargo Bank, N .A. (the Escrow Agent), where such monies will be deposited in an escrow account established by the Company solely for such subscriptions, except that, until such time (if any) _____________ Wells Fargo Bank, N – such monies are deliverable to the Company pursuant to the Escrow Agreement between the Company and the Escrow Agent, the Investment Advisor shall return any check not made payable to Wells Fargo Bank, N .A., Escrow Agent for Cole Credit Property Trust, Inc. directly to the subscriber who submitted the check. Subscriptions will be accepted as described in the Offering Memorandum. Each Investment _____________ dt 1669231
Preview Full Doc	2006	Dealer Manager Agreement Dealer Manager Agreement (31K) Doc #2436823: Click preview link for longer preview. DEALER MANAGER AGREEMENT THIS AGREEMENT, dated as of February __, 2006, 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 2,500,000 units (the "Units") in COMMONWEALTH INCOME & GROWTH FUND VI, a Pennsylvania limited partnership ("the Limited Partnership") to the . . . 2436823	Commonwealth Income & Growth Fund VI Commonwealth Income & Growth Fund VI
Preview Full Doc	2006	Dealer Manager Agreement Dealer Manager Agreement (63K) Doc #2492246: Click preview link for longer preview. DEALER MANAGER AGREEMENT September , 2006 Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. Deutsche Bank Securities, Inc. c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: 1. The Exchange Offer and Consent Solicitation. The Hartford Financial Services Group, Inc., a Delaware corporation (the ?The Hartford?), proposes to (a) make an offer to exchange (hereinafter referred to, together with any amendments, supplements or . . . 2492246	Citibank Citibank, NA As referenced in this Dealer Manager Agreement: Citibank, N.A. – the holders of the Existing Securities to amend, with respect to the Existing Securities, the Senior Indenture, dated as of May 19, 1997 (the HLI Indenture), between Hartford Life and Citibank, N.A. , as trustee, pursuant to which the Existing Securities were issued, in order to make the reporting requirement thereunder no longer applicable with respect to the Existing Securities, on the _____________ dt 1616538 ; Hartford Hartford Financial Services Group Inc. ( Property & Casualty Insurance ) As referenced in this Dealer Manager Agreement: Hartford Financial Services Group, Inc – Deutsche Bank Securities, Inc. c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: 1. The Exchange Offer and Consent Solicitation. The Hartford Financial Services Group, Inc ., a Delaware corporation (the The Hartford), proposes to (a) make an offer to exchange (hereinafter referred to, together with any amendments, supplements or extensions thereof, as the Exchange Offer) _____________ Hartford Financial Services Group, Inc – a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Telecopy No.: (212) 450-4800 Attention: Ethan T. James b) if to The Hartford: The Hartford Financial Services Group, Inc . Hartford Plaza Hartford, Connecticut 06115-1900 Telecopy No.: (860) 547-5714 Attention: General Counsel with a copy to: Debevoise & Plimpton LLP 919 Third Avenue New York, New York _____________ HARTFORD FINANCIAL SERVICES GROUP, INC – purpose and returning to us a copy of this Agreement so signed, whereupon this Agreement and your acceptance shall constitute a binding agreement between us. 12 Very truly yours, THE HARTFORD FINANCIAL SERVICES GROUP, INC . By: Name: Title: 13 Accepted as of the date first above written: CREDIT SUISSE SECURITIES (USA) LLC By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: DEUTSCHE BANK _____________ dt 1597822 ; Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Dealer Manager Agreement: Citigroup Global Markets Inc – EX-1.01 EX-1.01 2 y22829a2exv1w01.htm EX-1.01: FORM OF DEALER MANAGER AGREEMENT Exhibit 1.01 DEALER MANAGER AGREEMENT September , 2006 Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc . Deutsche Bank Securities, Inc. c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: 1. The Exchange Offer and Consent Solicitation. _____________ CITIGROUP GLOBAL MARKETS INC – 12 Very truly yours, THE HARTFORD FINANCIAL SERVICES GROUP, INC. By: Name: Title: 13 Accepted as of the date first above written: CREDIT SUISSE SECURITIES (USA) LLC By: Name: Title: CITIGROUP GLOBAL MARKETS INC . By: Name: Title: DEUTSCHE BANK SECURITIES, INC. By: Name: Title: 14 Exhibit A-1 Matters to be Addressed in the Opinion of Neal S. Wolin Neal S. Wolin, Esq., _____________ dt 1575258 ;	Deutsche Bank Deutsche Bank Securities Inc. ( Financial ) As referenced in this Dealer Manager Agreement: Deutsche Bank Securities, Inc – 1.01 2 y22829a2exv1w01.htm EX-1.01: FORM OF DEALER MANAGER AGREEMENT Exhibit 1.01 DEALER MANAGER AGREEMENT September , 2006 Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. Deutsche Bank Securities, Inc . c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: 1. The Exchange Offer and Consent Solicitation. The Hartford Financial Services _____________ DEUTSCHE BANK SECURITIES, INC – SERVICES GROUP, INC. By: Name: Title: 13 Accepted as of the date first above written: CREDIT SUISSE SECURITIES (USA) LLC By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: DEUTSCHE BANK SECURITIES, INC . By: Name: Title: 14 Exhibit A-1 Matters to be Addressed in the Opinion of Neal S. Wolin Neal S. Wolin, Esq., Executive Vice President and General Counsel of _____________ dt 1577052 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Dealer Manager Agreement: JPMorgan Chase Bank, – conform in all material respects to the descriptions thereof in the Exchange Offer Material. k) The Senior Indenture, dated as of March 9, 2004, by and between The Hartford and JPMorgan Chase Bank, as indenture trustee (including any provisions of the TIA that are deemed incorporated therein) (as amended and supplemented, the Indenture) pursuant to which the New Securities will be issued, _____________ dt 1596978
Preview Full Doc	2006	Dealer Manager Agreement Dealer Manager Agreement (91K) Doc #2570656: Click preview link for longer preview. BEHRINGER HARVARD REIT I, INC. Up to $2,475,000,000 in Shares of Common Stock DEALER MANAGER AGREEMENT October 6, 2006 Behringer Securities LP 1323 North Stemmons Freeway Suite 202 Dallas, Texas 75207 Ladies and Gentlemen: Behringer Harvard REIT I, Inc., a Maryland corporation (the ï¿½Companyï¿½), is registering for public sale up to a maximum of 250,000,000 shares of its common stock, $0.0001 par value per share (the ï¿½Sharesï¿½ or the ï¿½Stockï¿½) to be issued and sold to the public (the ï¿½Offeringï¿½) for an aggregate purchase price of up to $2,475,000,000 (200,000,000 . . . 2570656	Behringer Harvard REIT I Behringer Harvard REIT I Inc
Preview Full Doc	2006	Dealer-Manager Agreement Dealer-Manager Agreement (47K) Doc #2613142: Click preview link for longer preview. DEALER-MANAGER AGREEMENT NNN APARTMENT REIT, INC. 1551 N. TUSTIN AVENUE, SUITE 200 SANTA ANA, CALIFORNIA 92705 July 19, 2006 NNN Capital Corp. 4 Hutton Centre Drive, Suite 700 Santa Ana, California 92707 RE: DEALER-MANAGER AGREEMENT Gentlemen: This letter confirms and comprises the agreement (the "Agreement") between NNN Apartment REIT, Inc., a Maryland corporation (the "Company"), and NNN Capital Corp., a California corporation ( . . . 2613142	NNN Apartment REIT NNN Apartment REIT, Inc.
Preview Full Doc	2006	Dealer Manager Agreement Dealer Manager Agreement (35K) Doc #2673842: Click preview link for longer preview. DEALER MANAGER AGREEMENT THIS AGREEMENT, dated as of December __, 2006, 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 2,500,000 units (the "Units") in COMMONWEALTH INCOME & GROWTH FUND VI, a Pennsylvania limited partnership ("the Limited Partnership") to the . . . 2673842	Commonwealth Income & Growth Fund VI Commonwealth Income & Growth Fund VI
Preview Full Doc	2006	Dealer Manager Agreement Dealer Manager Agreement (49K) Doc #2680638: Click preview link for longer preview. Dealer Manager Agreement December 28, 2006 Goldman Advisors, a division of Sunrise Securities Corp. 641 Lexington Avenue, 25^th Floor New York, New York 10022 Dear Sirs: 1. Navios Maritime Holdings, Inc., a company incorporated under the laws of the Republic of Marshall Islands (the ï¿½ï¿½Companyï¿½ï¿½), plans to make an offer (the ï¿½ï¿½Offerï¿½ï¿½) to the holders (the ï¿½ï¿½Holdersï¿½ï¿½) of the Companyï¿½s publicly traded warrants (the ï¿½ï¿½Warrantsï¿½ï¿½) that are outstanding to purchase shares of common stock, par value $0.0001 per share, of the Company (the ï¿½ï¿½Common Stockï¿½ï¿½) to modify the terms . . . 2680638	Navios Maritime Holdings Navios Maritime Holdings Inc. ;	Thelen Reid Thelen Reid & Priest LLP ( Legal ) As referenced in this Dealer Manager Agreement: Thelen Reid – you: Goldman Advisors, a division of Sunrise Securities Corp. 641 Lexington Avenue 25th Floor New York, New York 10022 Attn: Sheldon Goldman Facsimile: (212) 750-7277 with a copy to: Thelen Reid Brown Raysman & Steiner LLP 900 Third Avenue New York, New York 10022 Attn: David Warburg Facsimile: (212) 208-3093 (b) If to the Company: Navios Maritime Holdings, Inc. _____________ dt 1650243
Preview Full Doc	2006	Dealer Manager Agreement Dealer Manager Agreement (71K) Doc #2999391: Click preview link for longer preview. DEALER MANAGER AGREEMENT Mewbourne Energy 06-07 Drilling Programs ___________, 2006 Mewbourne Securities, Inc. 3901 S. Broadway Tyler, Texas 75701 Gentlemen: Mewbourne Development Corporation, a Delaware corporation ("MD"), is or proposes to be the sole managing general partner (in such capacity the "Managing Partner') of two limited partnerships (the "Partnerships") formed pursuant to the Delaware Revised Uniform Limited Partnership Act (the "Delaware Act"). . . . 2999391	Mewbourne Energy Partners 07-a, L.P Mewbourne Energy Partners 07-a, L.P.
Preview Full Doc	2006	Dealer Manager Agreement Dealer Manager Agreement (71K) Doc #2999395: Click preview link for longer preview. DEALER MANAGER AGREEMENT Mewbourne Energy 06-07 Drilling Programs ___________, 2006 Mewbourne Securities, Inc. 3901 S. Broadway Tyler, Texas 75701 Gentlemen: Mewbourne Development Corporation, a Delaware corporation ("MD"), is or proposes to be the sole managing general partner (in such capacity the "Managing Partner') of two limited partnerships (the "Partnerships") formed pursuant to the Delaware Revised Uniform Limited Partnership Act (the "Delaware Act"). . . . 2999395	Mewbourne Energy Partners 07-a, L.P Mewbourne Energy Partners 07-a, L.P.
Preview Full Doc	2005	Dealer Manager Agreement Dealer Manager Agreement (87K) Doc #819030: Click preview link for longer preview. POPULAR, INC. Up to 10,500,000 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 23, 2005 UBS Securities LLC 299 Park Avenue New York, New York 10171-0026 Popular Securities, Inc. 209 Muï¿½oz Rivera Avenue Popular Center, 12^th Floor Hato Rey, Puerto Rico 00918 Ladies and Gentlemen: Popular, Inc., a Puerto Rico corporation (the ï¿½Companyï¿½), confirms its agreement with and appointment of UBS . . . 819030	Popular Popular, Inc. ( Regional Banks ) As referenced in this Dealer Manager Agreement: POPULAR, INC. – Dealer Manager Agreement, dated November 23, 2005 EX-99.1 2 dex991.htm DEALER MANAGER AGREEMENT, DATED NOVEMBER 23, 2005 Exhibit 99.1 POPULAR, INC. Up to 10,500,000 Shares of Common Stock Issuable Upon Exercise of Non-Transferable Rights to Subscribe for Such Shares of Common Stock DEALER MANAGER AGREEMENT New York, _____________ Popular, Inc. – Securities LLC 299 Park Avenue New York, New York 10171-0026 Popular Securities, Inc. 209 Muoz Rivera Avenue Popular Center, 12th Floor Hato Rey, Puerto Rico 00918 Ladies and Gentlemen: Popular, Inc. , a Puerto Rico corporation (the Company), confirms its agreement with and appointment of UBS Securities LLC (UBS) and Popular Securities, Inc. (PSI) to each act as a dealer manager ( _____________ Popular, Inc. – Rico 00918, Attention: Syndicate Desk, and if to the Company, shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at Popular, Inc. , 209 Muoz Rivera Avenue, San Juan, Puerto Rico 00918, Attention: Richard L. Barrios, Senior Vice President and Corporate Treasurer. (11) Successors. This Agreement will inure to the benefit of _____________ POPULAR, INC. – in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement between the Company and the Dealer Managers, severally. Very truly yours, POPULAR, INC. By: /s/ Richard Barrios Name: Richard Barrios Title: Senior Vice-President and Corporate Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. _____________ dt 1444300 ;	UBS Securities UBS Securities LLC ( Financial ) As referenced in this Dealer Manager Agreement: UBS Securities LLC – 000 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 23, 2005 UBS Securities LLC 299 Park Avenue New York, New York 10171-0026 Popular Securities, Inc. 209 Muoz Rivera Avenue Popular Center, 12th Floor Hato Rey, Puerto Rico 00918 Ladies and Gentlemen: Popular, _____________ UBS Securities LLC – Muoz Rivera Avenue Popular Center, 12th Floor Hato Rey, Puerto Rico 00918 Ladies and Gentlemen: Popular, Inc., a Puerto Rico corporation (the Company), confirms its agreement with and appointment of UBS Securities LLC (UBS) and Popular Securities, Inc. (PSI) to each act as a dealer manager (each, a Dealer Manager and, together, the Dealer Managers) in connection with the issuance by the _____________ UBS Securities LLC – Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Dealer Managers, will be mailed, delivered or telegraphed and confirmed to (i) UBS Securities LLC , 299 Park Avenue, New York, New York 10171-0026, Attention: Syndicate Department and (ii) Popular Securities, Inc., 209 Muoz Rivera Avenue, Popular Center, 12th Floor, Hato Rey, Puerto Rico _____________ UBS SECURITIES LLC – INC. By: /s/ Richard Barrios Name: Richard Barrios Title: Senior Vice-President and Corporate Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. UBS SECURITIES LLC , a Dealer Manager By: /s/ Halle J. Benett Name: Halle J. Benett Title: Managing Director By: /s/ Jason H. Weber Name: Jason H. Weber Title: Managing Director POPULAR SECURITIES, _____________ dt 1420106
Preview Full Doc	2005	Dealer Manager Agreement Dealer Manager Agreement (97K) Doc #848802: Click preview link for longer preview. THE WILLIAMS COMPANIES, INC. DEALER MANAGER AGREEMENT November 17, 2005 LEHMAN BROTHERS INC. MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Lehman Brothers Inc. 745 7th Avenue New York, New York 10019 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 Ladies and Gentlemen: 1. General. The Williams Companies, Inc., . . . 848802	Williams Williams Companies, Inc. ( Natural Gas Utilities ) As referenced in this Dealer Manager Agreement: WILLIAMS COMPANIES, INC. – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}2 {FILENAME}d30521exv1w1.txt {DESCRIPTION}EX-1.1: FORM OF DEALER MANAGER AGREEMENT {TEXT} {PAGE} THE WILLIAMS COMPANIES, INC. DEALER MANAGER AGREEMENT November 17, 2005 LEHMAN BROTHERS INC. MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Lehman Brothers Inc. 745 7th Avenue New York, New York 10019 _____________ Williams Companies, Inc. – Avenue New York, New York 10019 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 Ladies and Gentlemen: 1. General. The Williams Companies, Inc. , a Delaware corporation (the "COMPANY"), plans to make an offer (the "OFFER") to pay a cash premium to holders of any and all of up to $299,987,000 _____________ Williams Companies, Inc. – Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Facsimile No. (212) 450-3800 Attention: Richard A. Drucker, Esq. and (b) If to the Company: 24 {PAGE} The Williams Companies, Inc. One William Center, Suite 5000 Tulsa, Oklahoma 74172 Facsimile No. (918) 573-2065 Attention: Treasurer with a copy to: Gibson, Dunn & Crutcher LLP 1801 California Street, Suite 4100 Denver, _____________ WILLIAMS COMPANIES, INC. – the space provided below for that purpose and returning to us a copy of this letter, whereupon this letter shall constitute a binding agreement among us. Very truly yours, THE WILLIAMS COMPANIES, INC. By: ------------------------------- Name: Title: {PAGE} Accepted as of the date first above written: LEHMAN BROTHERS INC. By: ----------------------------------- Name: Title: MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ----------------------------------- Name: _____________ dt 1475766 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Dealer Manager Agreement: JPMorgan Chase Bank, – or not the Offer is commenced or the Company acquires any Securities pursuant to the Offer or otherwise. 6. Conversion Agent and Information Agent. (a) The Company will arrange for JPMorgan Chase Bank, National Association, a national banking 5 {PAGE} association, to serve as conversion agent (the "CONVERSION AGENT") in connection with the Offer and, as such, to advise you at least _____________ JPMorgan Chase Bank, – terms and, when any Company Shares are issued and delivered by the Company pursuant to the terms of the Indenture dated as of May 28, 2003 among the Company and JPMorgan Chase Bank, as trustee, and as provided in the Offer Material, such Company Shares will be validly issued and fully paid and non-assessable; the Company Shares conform in all material _____________ dt 1405496 ; Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Dealer Manager Agreement: LEHMAN BROTHERS INC – TYPE}EX-1.1 {SEQUENCE}2 {FILENAME}d30521exv1w1.txt {DESCRIPTION}EX-1.1: FORM OF DEALER MANAGER AGREEMENT {TEXT} {PAGE} THE WILLIAMS COMPANIES, INC. DEALER MANAGER AGREEMENT November 17, 2005 LEHMAN BROTHERS INC . MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Lehman Brothers Inc. 745 7th Avenue New York, New York 10019 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated _____________ Lehman Brothers Inc – 1: FORM OF DEALER MANAGER AGREEMENT {TEXT} {PAGE} THE WILLIAMS COMPANIES, INC. DEALER MANAGER AGREEMENT November 17, 2005 LEHMAN BROTHERS INC. MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Lehman Brothers Inc . 745 7th Avenue New York, New York 10019 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 Ladies and Gentlemen: _____________ Lehman Brothers Inc – the holders of the Securities by or at the direction of the Company in connection with the Offer. 2. Engagement as Dealer Managers. (a) The Company hereby retains each of Lehman Brothers Inc ., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated to act as the exclusive dealer managers with respect to the Offer (each a "DEALER MANAGER" and together, the " _____________ Lehman Brothers Inc – or by automatic transmission report) or two business days after being sent by registered or certified mail (postage prepaid, return receipt requested), as follows: (a) If to the Dealer Managers: Lehman Brothers Inc . 745 7th Avenue New York, New York 10019 Facsimile No. (713) 647-6285 Attention: Robert Pierce, Managing Director / Global Natural Resources Group Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & _____________ LEHMAN BROTHERS INC – letter, whereupon this letter shall constitute a binding agreement among us. Very truly yours, THE WILLIAMS COMPANIES, INC. By: ------------------------------- Name: Title: {PAGE} Accepted as of the date first above written: LEHMAN BROTHERS INC . By: ----------------------------------- Name: Title: MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ----------------------------------- Name: Title: {PAGE} Schedule I COMPENSATION (1) The compensation due to the Dealer Managers shall be _____________ dt 1511981 ;	Merrill Lynch Merrill Lynch & Co., Inc. ( Investment Services ) As referenced in this Dealer Manager Agreement: MERRILL LYNCH & CO – 1 {SEQUENCE}2 {FILENAME}d30521exv1w1.txt {DESCRIPTION}EX-1.1: FORM OF DEALER MANAGER AGREEMENT {TEXT} {PAGE} THE WILLIAMS COMPANIES, INC. DEALER MANAGER AGREEMENT November 17, 2005 LEHMAN BROTHERS INC. MERRILL LYNCH & CO . MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Lehman Brothers Inc. 745 7th Avenue New York, New York 10019 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial _____________ Merrill Lynch & Co – INC. DEALER MANAGER AGREEMENT November 17, 2005 LEHMAN BROTHERS INC. MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Lehman Brothers Inc. 745 7th Avenue New York, New York 10019 Merrill Lynch & Co . Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 Ladies and Gentlemen: 1. General. The Williams Companies, Inc., a Delaware corporation (the "COMPANY"), _____________ Merrill Lynch & Co – the Securities by or at the direction of the Company in connection with the Offer. 2. Engagement as Dealer Managers. (a) The Company hereby retains each of Lehman Brothers Inc., Merrill Lynch & Co . and Merrill Lynch, Pierce, Fenner & Smith Incorporated to act as the exclusive dealer managers with respect to the Offer (each a "DEALER MANAGER" and together, the "DEALER MANAGERS"). On _____________ Merrill Lynch & Co – If to the Dealer Managers: Lehman Brothers Inc. 745 7th Avenue New York, New York 10019 Facsimile No. (713) 647-6285 Attention: Robert Pierce, Managing Director / Global Natural Resources Group Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 Facsimile No. (212) 449-8065 / 4914 Attention: Liability Management, Scott Hague / Steve Sanchez with _____________ MERRILL LYNCH & CO – a binding agreement among us. Very truly yours, THE WILLIAMS COMPANIES, INC. By: ------------------------------- Name: Title: {PAGE} Accepted as of the date first above written: LEHMAN BROTHERS INC. By: ----------------------------------- Name: Title: MERRILL LYNCH & CO ., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ----------------------------------- Name: Title: {PAGE} Schedule I COMPENSATION (1) The compensation due to the Dealer Managers shall be equal to (i) $0.25 for _____________ dt 1467797 ; Davis Polk Davis Polk & Wardwell ( Legal ) As referenced in this Dealer Manager Agreement: Davis Polk & Wardwell – for offer and delivery, (viii) all costs and expenses incident to the additional listing of the Company Shares on the New York Stock Exchange, (ix) all fees and expenses of Davis Polk & Wardwell as counsel to the Dealer Managers and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise _____________ Davis Polk & Wardwell – Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 Facsimile No. (212) 449-8065 / 4914 Attention: Liability Management, Scott Hague / Steve Sanchez with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Facsimile No. (212) 450-3800 Attention: Richard A. Drucker, Esq. and (b) If to the Company: 24 {PAGE} The Williams Companies, _____________ dt 1440027 ; Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Dealer Manager Agreement: Gibson, Dunn – dated the Commencement Date, of James J. Bender, Esq., Senior Vice President and General Counsel of the Company, and the signed opinion and letter, each dated the Commencement Date, of Gibson, Dunn & Crutcher LLP, counsel for the Company, each substantially in the form set forth in Exhibits A, B and C hereto with customary qualifications, assumptions and exceptions reasonably satisfactory to _____________ Gibson, Dunn – dated the Acceptance Date, of James J. Bender, Esq., Senior Vice President and General Counsel of the Company, and the signed opinion and letter, each dated the Acceptance Date, of Gibson, Dunn & Crutcher LLP, counsel for the Company, each substantially in the form set forth in Exhibits A, B and C hereto with customary qualifications, assumptions and exceptions reasonably satisfactory to _____________ Gibson, Dunn – b) If to the Company: 24 {PAGE} The Williams Companies, Inc. One William Center, Suite 5000 Tulsa, Oklahoma 74172 Facsimile No. (918) 573-2065 Attention: Treasurer with a copy to: Gibson, Dunn & Crutcher LLP 1801 California Street, Suite 4100 Denver, Colorado 80202 Facsimile No. (303) 296-5310 Attention: Richard M. Russo, Esq. 18. Securities Positions. The Company acknowledges that it has _____________ GIBSON, DUNN – plans, stock election plans, stock incentive plans, officer and director indemnification agreements and deferred compensation plans, all of which are excluded). A-4 {PAGE} Exhibit B FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP, COUNSEL FOR THE COMPANY, TO BE DELIVERED PURSUANT TO SECTION 9 [To Be Dated the Commencement Date or Acceptance Date, as Applicable] (i) It is not necessary, _____________ GIBSON, DUNN – plans, stock B-1 {PAGE} incentive plans, officer and director indemnification agreements and deferred compensation plans, all of which are excluded). B-2 {PAGE} Exhibit C FORM OF LETTER OF GIBSON, DUNN & CRUTCHER LLP, COUNSEL TO THE COMPANY, TO BE DELIVERED PURSUANT TO SECTION 9 [To Be Dated the Commencement Date or Acceptance Date, as Applicable] Such counsel has participated in _____________ dt 1483638
Preview Full Doc	2005	Dealer Manager Agreement Dealer Manager Agreement (74K) Doc #878758: Click preview link for longer preview. DEALER MANAGER AGREEMENT May 26, 2005 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Ladies and Gentlemen: 1. Exchange Offer. AGCO Corporation, a Delaware corporation (the "Company"), plans to make an offer to exchange up to $201,250,000 aggregate principal amount of its 1 3/4% Convertible Senior Subordinated Notes due 2033 (the "Old Securities") that are convertible into shares of Common Stock, $.01 par value per share, . . . 878758	Troutman Sanders Troutman Sanders ( Legal ) As referenced in this Dealer Manager Agreement: Troutman Sanders – contemplated by this Agreement. 9. Opinions of Counsel; Officers Certificates. (a) On each of the Commencement Date and the Expiration Date, the Company will deliver to you an opinion of Troutman Sanders LLP, counsel to the Company, substantially in the form set forth in Exhibit A attached hereto. (b) On the Commencement Date the Company will deliver to you a draft letter, _____________ Troutman Sanders – If to the Company: AGCO Corporation 4205 River Green Parkway Duluth, Georgia 30096 Telecopy No.: (770) 813-6591 16 <PAGE> Attention: Stephen D. Lupton with a copy to: Troutman Sanders LLP 600 Peachtree Street Suite 5200 Atlanta, Georgia 30308-2216 Telecopy No.: (404) 962-6743 Attention: W. Brinkley Dickerson, Jr. or, in each case, at such other address as may _____________ dt 1487765
Preview Full Doc	2005	Dealer Manager Agreement Dealer Manager Agreement (120K) Doc #911796: Click preview link for longer preview. (a Nevada corporation) DEALER MANAGER AGREEMENT Dated: ================================================================================ <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> Page ---- <S> <C> 1. General..................................................... . . . 911796	Sierra Pacific Sierra Pacific Resources ( Electric Utilities ) As referenced in this Dealer Manager Agreement: SIERRA PACIFIC RESOURCES – EX-1.1 FORM OF DEALER MANAGER AGREEMENT EXHIBIT 1.1 ================================================================================ SIERRA PACIFIC RESOURCES (a Nevada corporation) DEALER MANAGER AGREEMENT Dated: ================================================================================ TABLE OF CONTENTS Page ---- 1. General.............................................................1 2. Engagement as Dealer Managers.......................................3 3. Solicitation Material; Withdrawal................................... _____________ SIERRA PACIFIC RESOURCES – SCHEDULE I - Compensation.......................................S-1 EXHIBIT A - Opinion of Choate, Hall & Stewart..................A-1 EXHIBIT B - Opinion of Woodburn and Wedge......................B-1 SIERRA PACIFIC RESOURCES DEALER MANAGER AGREEMENT August , 2005 LEHMAN BROTHERS INC. MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated DEUTSCHE BANK SECURITIES INC. c/o Lehman Brothers Inc. 745 Seventh Avenue _____________ Sierra Pacific Resources, – LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated DEUTSCHE BANK SECURITIES INC. c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: 1. General. Sierra Pacific Resources, a Nevada corporation (the "COMPANY"), plans to make an offer to pay (the "OFFER") a cash premium of $180.00 per $1000.00 principal amount of Notes (plus an _____________ Sierra Pacific Resources – No. (212) 449-3033 Attention: Karl F. Schlopy Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Attention: Jay Dobson 22 (b) If to the Company: Sierra Pacific Resources P.O. Box 10100 (6100 Neil Road) Reno, Nevada 89520-0400 (775) 834-4011 Attention: Treasurer With a copy to: William C. Rogers, Esq. Choate, Hall & Stewart LLP Two _____________ SIERRA PACIFIC RESOURCES – in the space provided below for that purpose and returning to us a copy of this letter, whereupon this letter shall constitute a binding agreement among us. Very truly yours, SIERRA PACIFIC RESOURCES By: -------------------------------- Name: Title: LEHMAN BROTHERS INC. By: --------------------- Name: Title: As Representative of the several Dealer Managers named in Schedule I hereto 24 Schedule I COMPENSATION (1) For each $ _____________ dt 1866039 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of New York, – commenced or the Company acquires any Notes tendered for conversion pursuant to the Offer or otherwise. 6. Exchange Agent and Information Agent(a) . (a) The Company will arrange for The Bank of New York, a New York state banking organization, to serve as exchange agent (the "EXCHANGE AGENT") in connection with the Offer and as such, to advise you at least each business _____________ dt 1585100 ; Deutsche Bank Deutsche Bank Securities Inc. ( Financial ) As referenced in this Dealer Manager Agreement: DEUTSCHE BANK SECURITIES INC – B - Opinion of Woodburn and Wedge......................B-1 SIERRA PACIFIC RESOURCES DEALER MANAGER AGREEMENT August , 2005 LEHMAN BROTHERS INC. MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated DEUTSCHE BANK SECURITIES INC . c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: 1. General. Sierra Pacific Resources, a Nevada corporation (the "COMPANY"), plans to make _____________ Deutsche Bank Securities Inc – in connection with the Offer. 2. Engagement as Dealer Managers. (a) The Company hereby retains each of Lehman Brothers Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc . to act as the exclusive dealer managers with respect to the Offer (each a "DEALER MANAGER" and together, the "DEALER MANAGERS"). On the basis of the representations and warranties _____________ Deutsche Bank Securities Inc – James R. Schaefer Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 Telecopier No. (212) 449-3033 Attention: Karl F. Schlopy Deutsche Bank Securities Inc . 60 Wall Street New York, New York 10005 Attention: Jay Dobson 22 (b) If to the Company: Sierra Pacific Resources P.O. Box 10100 (6100 Neil Road) Reno, _____________ Deutsche Bank Securities Inc – Managers pursuant to (1) above shall be allocated among the Dealer Managers as follows: Lehman Brothers Inc. 40.0% Merrill Lynch, Pierce, Fenner & Smith Incorporated 40.0% Deutsche Bank Securities Inc . 20.0% ----- 100.0% S-1 EXHIBIT A August 3, 2005 Lehman Brothers Inc. Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. _____________ Deutsche Bank Securities Inc – 0% Deutsche Bank Securities Inc. 20.0% ----- 100.0% S-1 EXHIBIT A August 3, 2005 Lehman Brothers Inc. Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc . c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Re: Sierra Pacific Resources (the "COMPANY") 7.25% Convertible Notes due 2010 ("NOTES") Ladies and Gentlemen: _____________ dt 1866298 ;	Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Dealer Manager Agreement: LEHMAN BROTHERS INC – S-1 EXHIBIT A - Opinion of Choate, Hall & Stewart..................A-1 EXHIBIT B - Opinion of Woodburn and Wedge......................B-1 SIERRA PACIFIC RESOURCES DEALER MANAGER AGREEMENT August , 2005 LEHMAN BROTHERS INC . MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated DEUTSCHE BANK SECURITIES INC. c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: _____________ Lehman Brothers Inc – B-1 SIERRA PACIFIC RESOURCES DEALER MANAGER AGREEMENT August , 2005 LEHMAN BROTHERS INC. MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated DEUTSCHE BANK SECURITIES INC. c/o Lehman Brothers Inc . 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: 1. General. Sierra Pacific Resources, a Nevada corporation (the "COMPANY"), plans to make an offer to pay (the " _____________ Lehman Brothers Inc – the holders of the Notes by or at the direction of the Company in connection with the Offer. 2. Engagement as Dealer Managers. (a) The Company hereby retains each of Lehman Brothers Inc ., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. to act as the exclusive dealer managers with respect to the Offer (each a "DEALER _____________ Lehman Brothers Inc – 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 the Dealer Managers: Lehman Brothers Inc . 745 Seventh Avenue New York, New York 10019 Attention: James R. Schaefer Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York _____________ LEHMAN BROTHERS INC – that purpose and returning to us a copy of this letter, whereupon this letter shall constitute a binding agreement among us. Very truly yours, SIERRA PACIFIC RESOURCES By: -------------------------------- Name: Title: LEHMAN BROTHERS INC . By: --------------------- Name: Title: As Representative of the several Dealer Managers named in Schedule I hereto 24 Schedule I COMPENSATION (1) For each $1,000 principal amount of Notes _____________ dt 1850274 ; Merrill Lynch Merrill Lynch & Co., Inc. ( Investment Services ) As referenced in this Dealer Manager Agreement: MERRILL LYNCH & CO – A - Opinion of Choate, Hall & Stewart..................A-1 EXHIBIT B - Opinion of Woodburn and Wedge......................B-1 SIERRA PACIFIC RESOURCES DEALER MANAGER AGREEMENT August , 2005 LEHMAN BROTHERS INC. MERRILL LYNCH & CO . Merrill Lynch, Pierce, Fenner & Smith Incorporated DEUTSCHE BANK SECURITIES INC. c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: 1. General. Sierra _____________ Merrill Lynch & Co – the Notes by or at the direction of the Company in connection with the Offer. 2. Engagement as Dealer Managers. (a) The Company hereby retains each of Lehman Brothers Inc., Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. to act as the exclusive dealer managers with respect to the Offer (each a "DEALER MANAGER" and together, _____________ Merrill Lynch & Co – if delivered personally to the parties hereto as follows: (a) If to the Dealer Managers: Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Attention: James R. Schaefer Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 Telecopier No. (212) 449-3033 Attention: Karl F. Schlopy Deutsche Bank Securities Inc. 60 _____________ Merrill Lynch & Co – 40.0% Merrill Lynch, Pierce, Fenner & Smith Incorporated 40.0% Deutsche Bank Securities Inc. 20.0% ----- 100.0% S-1 EXHIBIT A August 3, 2005 Lehman Brothers Inc. Merrill Lynch & Co . Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Re: Sierra Pacific Resources (the "COMPANY") _____________ Merrill Lynch & Co – Lehman Brothers Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. Page 8 CHOATE, HALL & STEWART LLP A-8 EXHIBIT B August 3, 2005 Lehman Brothers Inc. Merrill Lynch & Co . Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Re: Sierra Pacific Resources, a Nevada _____________ dt 1852784 ; More...
Preview Full Doc	2005	Dealer Manager Agreement Dealer Manager Agreement (159K) Doc #911867: Click preview link for longer preview. (a Nevada corporation) DEALER MANAGER AGREEMENT Dated: April 15, 2005 ================================================================================ <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> Page ---- <S> <C> 1. General ........................ . . . 911867	Sierra Pacific Sierra Pacific Resources ( Electric Utilities ) As referenced in this Dealer Manager Agreement: SIERRA PACIFIC RESOURCES – EX-1.1 FORM OF DEALER MANAGER AGREEMENT EXHIBIT 1.1 ================================================================================ SIERRA PACIFIC RESOURCES (a Nevada corporation) DEALER MANAGER AGREEMENT Dated: April 15, 2005 ================================================================================ TABLE OF CONTENTS Page ---- 1. General ........................................................... 1 2. Engagement as Dealer Managers ..................................... 3 3. _____________ SIERRA PACIFIC RESOURCES – 27 21. Miscellaneous ..................................................... 27 22. Entire Agreement; Amendment ....................................... 27 EXHIBIT A - Opinion of Choate, Hall & Stewart LLP ............. A-1 EXHIBIT B - Opinion of Woodburn and Wedge ..................... B-1 SIERRA PACIFIC RESOURCES DEALER MANAGER AGREEMENT April 15, 2005 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated LEHMAN BROTHERS INC. c/o Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated _____________ Sierra Pacific Resources, – Smith Incorporated LEHMAN BROTHERS INC. c/o Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 Ladies and Gentlemen: 1. General. Sierra Pacific Resources, a Nevada corporation (the "Company"), plans to make a tender offer to exchange (the "OFFER") up to an aggregate of 4,704,350 of the Company's Premium Income _____________ Sierra Pacific Resources – 10080 Telecopier No. (212) 449-3033 Attention: Karl F. Schlopy Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Attention: James R. Schaefer (b) If to the Company: Sierra Pacific Resources P.O. Box 10100 (6100 Neil Road) Reno, Nevada 89520-0400 (775) 834-4011 Attention: General Counsel With a copy to: William C. Rogers, Esq. Choate, Hall & Stewart LLP _____________ SIERRA PACIFIC RESOURCES – in the space provided below for that purpose and returning to us a copy of this letter, whereupon this letter shall constitute a binding agreement among us. Very truly yours, SIERRA PACIFIC RESOURCES By: ---------------------------------------- Name: Title: MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ---------------------------------- Name: Title: LEHMAN BROTHERS INC. By: ---------------------------------- Name: Title: 28 Schedule I COMPENSATION (1) For each _____________ dt 1865292 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of New York, – having a principal amount of $1,000. The Senior Notes will be issued under the Indenture, dated as of May 1, 2000 (the "ORIGINAL INDENTURE"), between the Company and The Bank of New York, as Trustee (the "TRUSTEE") as supplemented by the Officers' Certificate establishing the form, terms and other provisions of the Senior Notes (the "OFFICERS' CERTIFICATE," and together with the Original _____________ Bank of New York, – the "INDENTURE"). The New PIES and Purchase Contracts will be issued pursuant to a purchase contract agreement (the "PURCHASE CONTRACT AGREEMENT") to be entered into by the Company and The Bank of New York, as Purchase Contract Agent (the "PURCHASE CONTRACT AGENT"). In accordance with the terms of the Purchase Contract Agreement, the holders of the New PIES will pledge their Senior _____________ Bank of New York, – the Offer is commenced or the Company acquires any Old PIES pursuant to the Offer or otherwise. 6. Exchange Agent and Information Agent. (a) The Company will arrange for The Bank of New York, a New York state banking organization, to serve as exchange agent (the "EXCHANGE AGENT") in connection with the Offer and as such, to advise you at least each business _____________ Bank of New York, – will consist of a Purchase Contract and either (a) a Senior Note (the "SENIOR NOTES") issued under the Indenture dated as of April 1, 2000, between the Company and The Bank of New York, as Trustee (the "INDENTURE TRUSTEE"), and an Officer's Certificate thereto establishing the terms of the Senior Notes (the "INDENTURE"), or (b) certain U.S. Treasury Securities, pledged to _____________ dt 1585105 ; Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Dealer Manager Agreement: LEHMAN BROTHERS INC – 1 EXHIBIT B - Opinion of Woodburn and Wedge ..................... B-1 SIERRA PACIFIC RESOURCES DEALER MANAGER AGREEMENT April 15, 2005 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated LEHMAN BROTHERS INC . c/o Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 Ladies and Gentlemen: 1. General. Sierra Pacific Resources, a _____________ Lehman Brothers Inc – Senior Notes will be subject to remarketing pursuant to a Remarketing Agreement (the "REMARKETING AGREEMENT") to be entered into by the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Lehman Brothers Inc ., as Remarketing Agents (the "REMARKETING AGENTS"). The Remarketing Agreement will be consistent with the description of such agreement in the Offer Material (as defined below) and on terms substantially _____________ Lehman Brothers Inc – Company in connection with the Offer. 2. Engagement as Dealer Managers. (a) The Company hereby retains each of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated 3 and Lehman Brothers Inc . to act as the exclusive dealer managers with respect to the Offer (each a "DEALER MANAGER" and together, the "DEALER MANAGERS"). On the basis of the representations and warranties _____________ Lehman Brothers Inc – Merrill Lynch, Pierce Fenner & Smith Incorporated may be deemed the agent or fiduciary of Merrill Lynch, Pierce, Fenner & Smith Incorporated in its capacity as broker or dealer and except that Lehman Brothers Inc . may be deemed the agent or fiduciary of Lehman Brothers Inc. in its capacity as broker or dealer), commercial bank or trust company, and no such broker or dealer, _____________ Lehman Brothers Inc – or fiduciary of Merrill Lynch, Pierce, Fenner & Smith Incorporated in its capacity as broker or dealer and except that Lehman Brothers Inc. may be deemed the agent or fiduciary of Lehman Brothers Inc . in its capacity as broker or dealer), commercial bank or trust company, and no such broker or dealer, commercial bank or trust company shall be deemed to be acting _____________ dt 1850287 ;	Merrill Lynch Merrill Lynch & Co., Inc. ( Investment Services ) As referenced in this Dealer Manager Agreement: MERRILL LYNCH & CO – EXHIBIT A - Opinion of Choate, Hall & Stewart LLP ............. A-1 EXHIBIT B - Opinion of Woodburn and Wedge ..................... B-1 SIERRA PACIFIC RESOURCES DEALER MANAGER AGREEMENT April 15, 2005 MERRILL LYNCH & CO . Merrill Lynch, Pierce, Fenner & Smith Incorporated LEHMAN BROTHERS INC. c/o Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 _____________ Merrill Lynch & Co – Woodburn and Wedge ..................... B-1 SIERRA PACIFIC RESOURCES DEALER MANAGER AGREEMENT April 15, 2005 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated LEHMAN BROTHERS INC. c/o Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 Ladies and Gentlemen: 1. General. Sierra Pacific Resources, a Nevada corporation (the "Company"), plans _____________ Merrill Lynch & Co – holders of the Old PIES by or at the direction of the Company in connection with the Offer. 2. Engagement as Dealer Managers. (a) The Company hereby retains each of Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner & Smith Incorporated 3 and Lehman Brothers Inc. to act as the exclusive dealer managers with respect to the Offer (each a "DEALER MANAGER" and _____________ Merrill Lynch & Co – any other person for any act or omission on the part of, and shall not be deemed to be the agent or fiduciary of, any broker or dealer (except that Merrill Lynch & Co . and Merrill Lynch, Pierce Fenner & Smith Incorporated may be deemed the agent or fiduciary of Merrill Lynch, Pierce, Fenner & Smith Incorporated in its capacity as broker or dealer and _____________ Merrill Lynch & Co – 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 the Dealer Managers: Merrill Lynch & Co ., 25 Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 Telecopier No. (212) 449-3033 Attention: Karl F. Schlopy Lehman Brothers Inc. _____________ dt 1852789 ; Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Dealer Manager Agreement: Wells Fargo Bank Minnesota, Na – Purchase Contract Agent (the "PURCHASE CONTRACT AGENT"). In accordance with the terms of the Purchase Contract Agreement, the holders of the New PIES will pledge their Senior Notes to Wells Fargo Bank Minnesota, Na tional Association, as Collateral Agent (the "COLLATERAL AGENT"), pursuant to a Pledge Agreement (the "PLEDGE AGREEMENT") to be entered into by the Company, the Purchase Contract Agent, Wells Fargo Bank _____________ Wells Fargo Bank Minnesota, Na – Fargo Bank Minnesota, National Association, as Collateral Agent (the "COLLATERAL AGENT"), pursuant to a Pledge Agreement (the "PLEDGE AGREEMENT") to be entered into by the Company, the Purchase Contract Agent, Wells Fargo Bank Minnesota, Na tional Association, as Securities Intermediary (the "SECURITIES INTERMEDIARY"), and the Collateral Agent, to secure the holders' obligations to purchase Common Stock under the Purchase Contracts. Such New PIES are sometimes _____________ dt 1527158 ; More...
Preview Full Doc	2005	Dealer Manager Agreement Dealer Manager Agreement (70K) Doc #955233: Click preview link for longer preview. DEALER MANAGER AGREEMENT Dealer Manager Agreement Exhibit 10.1 SPACEHAB, Incorporated DEALER MANAGER AGREEMENT September 2, 2005 Jefferies & Company, Inc. As Lead Dealer Manager, c/o Jefferies & Company, Inc. 520 Madison Avenue, 12^th Floor New York, New York 10022 Sanders Morris Harris Inc. As Co-Dealer Manager, c/o Sanders Morris Harris Inc. 600 Travis, Suite 3100 Houston, Texas 77002 Ladies and Gentlemen: SPACEHAB, Incorporated, a Washington corporation (the “Offeror”), plans to (1) . . . 955233	First Union First Union National Bank ( Financial ) As referenced in this Dealer Manager Agreement: First Union National Bank, – holders (“Holders”) of the Outstanding Notes to certain proposed amendments (the “Proposed Amendments”) to the indenture dated as of October 15, 1997 between the Offeror and First Union National Bank, as trustee (the “Indenture”) governing the Outstanding Notes, each on the terms and subject to the conditions set forth in the exchange offer and consent solicitation materials ( _____________ dt 1464600 ; Haynes and Boone Haynes and Boone ( Legal ) As referenced in this Dealer Manager Agreement: Haynes and Boone – counsel to Jefferies & Company, Inc., will have furnished to Jefferies & Company, Inc., an opinion or opinions, reasonably acceptable to Jefferies & Company, Inc. (f) On the Exchange Date, Haynes and Boone LLP, counsel to the Offeror, will have furnished to each Dealer Manager, an opinion or opinions dated the respective date of delivery thereof substantially in the form of Annex _____________ Haynes and Boone – given to: (i) the Offeror, such notice will be in writing addressed to the Offeror at its address set forth in the Registration Statement, Attention: Secretary, with a copy to Haynes and Boone LLP, at its address set forth in the Registration Statement, Attention: Arthur S. Berner, Esq.; (ii) the Lead Dealer Manager, such notice will be in writing addressed to the _____________ dt 1415392 ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Dealer Manager Agreement: Skadden, Arps – reimburse the Lead Dealer Manager promptly upon its demand and receipt of invoices for (i) an amount equal to 50% of the reasonable fees, costs and expenses of its counsel, Skadden, Arps , Slate, Meagher & Flom LLP, in connection with their representation of the Lead Dealer Manager in connection herewith and with the Transactions (except for any fees and expenses of _____________ Skadden, Arps – date on which the Offeror accepts for payment or exchange Outstanding Notes tendered pursuant to the Exchange Offer or consents delivered pursuant to the Consent Solicitation (“Exchange Date”), Skadden, Arps , Slate, Meagher 14 & Flom LLP, counsel to Jefferies & Company, Inc., will have furnished to Jefferies & Company, Inc., an opinion or opinions, reasonably acceptable to Jefferies & _____________ dt 1431285
Preview Full Doc	2005	Dealer Manager Agreement Dealer Manager Agreement (56K) Doc #975320: Click preview link for longer preview. QuickLinks -- Click here to rapidly navigate through this document Exhibit 1.1 DEALER MANAGER AGREEMENT June 2005 . . . 975320	Altman Group Altman Group, Inc. ( Miscellany ) As referenced in this Dealer Manager Agreement: Altman Group, Inc – The Depository Trust Company, in its capacity as depositary (the "Depositary"), with Union Bank of California, N.A., in its capacity as exchange agent (the "Exchange Agent") and with The Altman Group, Inc ., in its capacity as information agent (the "Information Agent"), with respect to matters relating to the Exchange Offer. The Company has instructed the Depositary to advise you at least _____________ dt 1462170 ; Aquila Aquila, Inc. ( Electric Utilities ) As referenced in this Dealer Manager Agreement: AQUILA, INC. – this document Exhibit 1.1 DEALER MANAGER AGREEMENT June 2005 Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: 1.The Exchange Offer. AQUILA, INC. , a Delaware corporation (the "Company"), proposes to offer additional shares (hereinafter referred to, together with any amendments, supplements or extensions thereof, as the "Exchange Offer") of its common stock, _____________ Aquila, Inc. – to: LeBoeuf, Lamb, Greene & MacRae LLP 125 W 55th Street New York, New York 10019 Telecopy No.: (212) 424-8500 Attention: William S. Lamb, Esq. b)if to Company: Aquila, Inc. 20 West Ninth Street Kansas City, MO 64105 Telecopy No.: (816) 783-5175 Attention: General Counsel with a copy to: Blackwell Sanders Peper Martin LLP 4801 Main, Suite 1000 _____________ AQUILA, INC. – for that purpose and returning to us a copy of this Agreement so signed, whereupon this Agreement and your acceptance shall constitute a binding agreement between us. Very truly yours, AQUILA, INC. By: Name: Title: Accepted as of the date first above written: CREDIT SUISSE FIRST BOSTON LLC By: Name: Title: 14 QuickLinks Exhibit 1.1 _____________ dt 1331168 ; CSFB LLC Credit Suisse First Boston LLC ( Financial ) As referenced in this Dealer Manager Agreement: Credit Suisse First Boston LLC – QuickLinks -- Click here to rapidly navigate through this document Exhibit 1.1 DEALER MANAGER AGREEMENT June 2005 Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: 1.The Exchange Offer. AQUILA, INC., a Delaware corporation (the "Company"), proposes to offer additional shares (hereinafter referred _____________ Credit Suisse First Boston LLC – telecopy, by telegram, by telex or by registered or 12 certified mail (postage prepaid, return receipt requested) to the applicable party at the addresses indicated below: a)if to you: Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 Telecopy No.: (212) 325-8278 Attention: Transactions Advisory Group with a copy to: LeBoeuf, Lamb, Greene & MacRae LLP 125 W _____________ CREDIT SUISSE FIRST BOSTON LLC – signed, whereupon this Agreement and your acceptance shall constitute a binding agreement between us. Very truly yours, AQUILA, INC. By: Name: Title: Accepted as of the date first above written: CREDIT SUISSE FIRST BOSTON LLC By: Name: Title: 14 QuickLinks Exhibit 1.1 _____________ dt 1351143 ;	Union Bank of CA Union Bank of California, NA ( Financial ) As referenced in this Dealer Manager Agreement: Union Bank of California, N – to this Agreement shall be owed solely to the Company. The Company further authorizes you to communicate with The Depository Trust Company, in its capacity as depositary (the "Depositary"), with Union Bank of California, N .A., in its capacity as exchange agent (the "Exchange Agent") and with The Altman Group, Inc., in its capacity as information agent (the "Information Agent"), with respect to matters _____________ dt 1360038 ; Blackwell Blackwell Sanders Peper Martin ( Legal ) As referenced in this Dealer Manager Agreement: Blackwell Sanders – respects. c)You shall have received opinions addressed to you and dated the date hereof of Christopher M. Reitz, Senior Vice President, General Counsel and Secretary of the Company, and Blackwell Sanders Peper Martin LLP, special counsel to the Company, with respect to the matters set forth in Exhibits A-1 and A-2, respectively. d)You shall have received opinions _____________ Blackwell Sanders – the date of the first issuance of the New Securities pursuant to the Exchange Offer of Christopher M. Reitz, Senior Vice President, General Counsel and Secretary of the Company, and Blackwell Sanders Peper Martin LLP, special counsel to the Company, confirming the opinions delivered pursuant to subparagraph (c) above. e)You shall have received a letter, satisfactory in form to you _____________ Blackwell Sanders – William S. Lamb, Esq. b)if to Company: Aquila, Inc. 20 West Ninth Street Kansas City, MO 64105 Telecopy No.: (816) 783-5175 Attention: General Counsel with a copy to: Blackwell Sanders Peper Martin LLP 4801 Main, Suite 1000 Kansas City, MO 64112 Telecopy No.: (816) 983-8080 Attention: Kirstin Salzman 16.Consent to Jurisdiction; Service of Process. The Company hereby ( _____________ dt 1545609

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