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Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (72K) Doc #314991: Click preview link for longer preview. ELECTRONIC DATA SYSTEMS CORPORATION Dealer Manager Agreement March 31, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES INC. J. P. MORGAN SECURITIES INC. SG COWEN SECURITIES CORPORATION c/o Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center . . . 314991	EDS Electronic Data Systems Corp. ( Computer Services ) As referenced in this Dealer Manager Agreement: ELECTRONIC DATA SYSTEMS CORP – Form of Dealer Manager Agreement EX-1.1 3 dex11.htm FORM OF DEALER MANAGER AGREEMENT EXHIBIT 1.1 ELECTRONIC DATA SYSTEMS CORP ORATION Dealer Manager Agreement March 31, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE FIRST _____________ Electronic Data Systems Corp – York, New York 10080 c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: 1. General. Electronic Data Systems Corp oration, a Delaware corporation (the Company), plans to make a tender offer to exchange (the Offer) up to an aggregate of 32,100, _____________ Electronic Data Systems Corp – to Clients of Registered Holders and The Depository Trust Company Participants relating to the Offer. (f) The form of letter to Holders of Electronic Data Systems Corp orations FELINE PRIDES relating to the Offer. (g) Any other documents or materials whatsoever (including newspaper announcements and press releases) relating to the _____________ Electronic Data Systems Corp – Inc. 388 Greenwich Street New York, New York 10013 Telecopier No. (212) 816-7912 Attention: General Counsel 15 (b) If to the Company: Electronic Data Systems Corp oration 5400 Legacy Drive Plano, Texas 75024-3105 Telecopier No. (972) 605-5610 Attention: General Counsel 18. Securities Positions. The Company acknowledges that _____________ ELECTRONIC DATA SYSTEMS CORP – purpose and returning to us a copy of this letter, whereupon this letter shall constitute a binding agreement among us. Very truly yours, ELECTRONIC DATA SYSTEMS CORP ORATION By: Name: Title: Accepted as of the date first above written: MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: Name: _____________ dt 490673 ; Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Dealer Manager Agreement: CITIGROUP GLOBAL MARKETS INC – AGREEMENT EXHIBIT 1.1 ELECTRONIC DATA SYSTEMS CORPORATION Dealer Manager Agreement March 31, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC . CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES INC. J. P. MORGAN SECURITIES INC. SG COWEN SECURITIES CORPORATION c/o Merrill Lynch & _____________ Citigroup Global Markets Inc – CORPORATION c/o Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 c/o Citigroup Global Markets Inc . 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: 1. General. Electronic Data Systems Corporation, a Delaware corporation (the Company), _____________ Citigroup Global Markets Inc – the Offer. 2. Engagement as Dealer Managers. (a) The Company hereby retains each of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc ., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., J. P. Morgan Securities Inc. and SG Cowen Securities Corporation to act as _____________ Citigroup Global Markets Inc – Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 Telecopier No. (212) 449-3033 Attention: Bharani Bobba and Citigroup Global Markets Inc . 388 Greenwich Street New York, New York 10013 Telecopier No. (212) 816-7912 Attention: General Counsel 15 (b) If to the Company: _____________ CITIGROUP GLOBAL MARKETS INC – By: Name: Title: Accepted as of the date first above written: MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: Name: Title: CITIGROUP GLOBAL MARKETS INC . By: Name: Title: CREDIT SUISSE FIRST BOSTON LLC By: Name: Title: DEUTSCHE BANK SECURITIES INC. By: Name: Title: J. P. MORGAN SECURITIES _____________ dt 603829 ; CSFB LLC Credit Suisse First Boston LLC ( Financial ) As referenced in this Dealer Manager Agreement: CREDIT SUISSE FIRST BOSTON LLC – ELECTRONIC DATA SYSTEMS CORPORATION Dealer Manager Agreement March 31, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES INC. J. P. MORGAN SECURITIES INC. SG COWEN SECURITIES CORPORATION c/o Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & _____________ Credit Suisse First Boston LLC – as Dealer Managers. (a) The Company hereby retains each of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse First Boston LLC , Deutsche Bank Securities Inc., J. P. Morgan Securities Inc. and SG Cowen Securities Corporation to act as the exclusive dealer managers with _____________ CREDIT SUISSE FIRST BOSTON LLC – date first above written: MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: CREDIT SUISSE FIRST BOSTON LLC By: Name: Title: DEUTSCHE BANK SECURITIES INC. By: Name: Title: J. P. MORGAN SECURITIES INC. By: Name: Title: SG COWEN SECURITIES CORPORATION _____________ dt 488501 ;	Deutsche Bank Deutsche Bank Securities Inc. ( Financial ) As referenced in this Dealer Manager Agreement: DEUTSCHE BANK SECURITIES INC – Manager Agreement March 31, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES INC . J. P. MORGAN SECURITIES INC. SG COWEN SECURITIES CORPORATION c/o Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World _____________ Deutsche Bank Securities Inc – Company hereby retains each of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc ., J. P. Morgan Securities Inc. and SG Cowen Securities Corporation to act as the exclusive dealer managers with respect to the Offer ( _____________ DEUTSCHE BANK SECURITIES INC – LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: CREDIT SUISSE FIRST BOSTON LLC By: Name: Title: DEUTSCHE BANK SECURITIES INC . By: Name: Title: J. P. MORGAN SECURITIES INC. By: Name: Title: SG COWEN SECURITIES CORPORATION By: Name: Title: 17 _____________ dt 506175 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Dealer Manager Agreement: JPMorgan Chase Bank, – the Company acquires any Securities pursuant to the Offer or otherwise. 6. Exchange Agent and Information Agent. (a) The Company will arrange for JPMorgan Chase Bank, a New York state banking organization, to serve as exchange agent (the Exchange Agent) in connection with the Offer and, as such, _____________ dt 434326 ; Mellon Investor Mellon Investor Services LLC ( Financial ) As referenced in this Dealer Manager Agreement: Mellon Investor Services LLC – the name and address of the transferor and transferee of any Securities and the date of such transfer. The Company will arrange for Mellon Investor Services LLC to serve as information agent (Information Agent) in connection with the Offer and, as such, to advise you as to such matters _____________ dt 648517
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (118K) Doc #328970: Click preview link for longer preview. DEALER MANAGER AGREEMENT [ï¿½], 2004 PIPER JAFFRAY & CO. Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 Ladies/Gentlemen: 1. General. ViroPharma Incorporated, a Delaware corporation (the ï¿½Companyï¿½), proposes to offer to exchange $127,900,000 aggregate principal amount of its outstanding 6.0% Convertible Existing Notes due 2007 (the ï¿½Existing Notesï¿½) that are convertible into common stock, par value $0.002 per share, (the ï¿½Sharesï¿½) of the Company for $99,122,500 aggregate principal amount of 6.0% Convertible Senior Plus . . . 328970	ViroPharma ViroPharma Inc. ( Pharmaceutical Preparations ) As referenced in this Dealer Manager Agreement: ViroPharma – FORM OF DEALER MANAGER AGREEMENT Exhibit 1.1 DEALER MANAGER AGREEMENT [], 2004 PIPER JAFFRAY & CO. Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 Ladies/Gentlemen: 1. General. ViroPharma Incorporated, a Delaware corporation (the Company), proposes to offer to exchange $127,900,000 aggregate principal amount of its outstanding 6.0% Convertible Existing Notes due 2007 (the Existing Notes) _____________ ViroPharma – 612-303-1772), Attention: General Counsels Department; if sent to the Company, such notice shall be mailed, delivered, telegraphed (and confirmed by letter) or telecopied (and confirmed by letter) to ViroPharma Incorporated, 405 Eagleview Boulevard, Exton, PA 19341, Attention: Thomas Doyle, with a copy to Pepper Hamilton LLP, 400 Berwyn Park, 899 Cassatt Road, Berwyn, PA 19312, Attention: Jeffrey P. Libson. _____________ VIROPHARMA – provided below for that purpose and returning to us a copy of this letter, whereupon this letter and your acceptance shall constitute a binding agreement between us. Very truly yours, VIROPHARMA INCORPORATED By Name: Title: Accepted as of the date first above written: PIPER JAFFRAY & CO. By Name: Brendan C. Dyson Title: Managing Director 27 Schedule A Persons Subject to _____________ ViroPharma – J. Glaser Michael R. Dougherty Frank Baldino, Jr. Exhibit A Form of Lock-up , 2004 Piper Jaffray & Co. Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 Re: ViroPharma Incorporated Ladies and Gentlemen: Reference is made to a Registration Statement on Form S-4 and Form S-3 of ViroPharma Incorporated (the Company) (as the same may now or _____________ ViroPharma – Tower 222 South Ninth Street Minneapolis, MN 55402 Re: ViroPharma Incorporated Ladies and Gentlemen: Reference is made to a Registration Statement on Form S-4 and Form S-3 of ViroPharma Incorporated (the Company) (as the same may now or hereafter exist or be amended, the Registration Statement) pursuant to which it is proposed that $ principal amount of the Companys 6. _____________ dt 1401333 ; Wyeth Wyeth As referenced in this Dealer Manager Agreement: Wyeth – product candidate or in connection with the First Amended and Restated Collaboration and License Agreement dated June 26, 2003 between the Company and Wyeth or (G) any Shares issuable upon the conversion of any of the Plus Cash Notes. 10. Conditions of Dealer Managers Obligations. Your obligations _____________ Wyeth, – order to make the statements therein, in the light of the circumstances under which they were made, not misleading. * Schedule A to list Wyeth, GSK and Schering agreements. B-1-4 Exhibit B-2 Form of opinion of intellectual property counsel to be delivered pursuant to _____________ dt 624299 ;	U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Dealer Manager Agreement: U.S. Bank National Association, – to an Indenture, to be dated as of [], 2004, as amended or modified from time to time (the Indenture), between the Company and U.S. Bank National Association, as Trustee (the Trustee). Capitalized terms used herein without definition shall have their respective meanings set forth in or pursuant to the _____________ U.S. Bank National Association – to facilitate the distribution of the Plus Cash Notes. (bb) The Exchange Agent Agreement and the Information Agent Agreement between the Company and U.S. Bank National Association (the Exchange Agent Agreement) and Georgeson Shareholder Communications, Inc. (the Information Agent Agreement), respectively, is or will be in full force and _____________ dt 608058 ; Pepper Hamilton Pepper Hamilton LLP ( Legal ) As referenced in this Dealer Manager Agreement: Pepper Hamilton – incurred in marketing the Exchange Offer, including but not limited to road show presentations, if any, and (x) the fees and disbursements of Pepper Hamilton LLP, counsel to the Company, and KPMG LLP, auditors to the Company. In addition, the Company agrees to reimburse the reasonable out- _____________ Pepper Hamilton – the Exchange Offer, shall have been completed in a manner reasonably satisfactory to your counsel. (d) You shall have received the opinion of Pepper Hamilton LLP, counsel for the Company, dated the Closing Date, addressed to you, substantially to the effect set forth in Exhibit B-1 _____________ Pepper Hamilton – letter) or telecopied (and confirmed by letter) to ViroPharma Incorporated, 405 Eagleview Boulevard, Exton, PA 19341, Attention: Thomas Doyle, with a copy to Pepper Hamilton LLP, 400 Berwyn Park, 899 Cassatt Road, Berwyn, PA 19312, Attention: Jeffrey P. Libson. 15. Parties. This Agreement shall inure to the _____________ Pepper Hamilton – person signing if signing as custodian, trustee, or on behalf of an entity) Date: A-3 Exhibit B-1 Form of opinion of Pepper Hamilton LLP to be delivered pursuant to Section 10(d) (1) (i) The Company has been duly incorporated and is validly existing as _____________ dt 654758
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (85K) Doc #331148: Click preview link for longer preview. Dated September 13, 2004 VERTEX PHARMACEUTICALS INCORPORATED and UBS SECURITIES LLC DEALER MANAGER AGREEMENT UBS Securities LLC 677 Washington Boulevard Stamford, CT 06901 Ladies and Gentlemen: 1 Exempted Exchanges Vertex Pharmaceuticals Incorporated, a . . . 331148	Mintz Levin Mintz, Levin, Cohn, Ferris, Glovsky and Popeo As referenced in this Dealer Manager Agreement: Mintz, Levin – Waverly Street Cambridge, Massachusetts 02139-4242 Attention: Kenneth S. Boger Facsimile: (617) 444-7117 With a copy to (which shall not constitute notice): Mintz, Levin , Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, Massachusetts 02111 Attention: Michael L. Fantozzi Facsimile: (617) 542-2241 17 _____________ dt 700937 ; Vertex Pharma Vertex Pharmaceuticals Inc. ( Pharmaceutical Preparations ) As referenced in this Dealer Manager Agreement: VERTEX PHARMACEUTICALS – EX-10.1 2 a04-10676_1ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION COPY Dated September 13, 2004 VERTEX PHARMACEUTICALS INCORPORATED and UBS SECURITIES LLC DEALER MANAGER AGREEMENT UBS Securities LLC 677 Washington Boulevard Stamford, CT 06901 Ladies and Gentlemen: 1 Exempted Exchanges Vertex Pharmaceuticals Incorporated, a corporation organized under _____________ Vertex Pharmaceuticals – COPY Dated September 13, 2004 VERTEX PHARMACEUTICALS INCORPORATED and UBS SECURITIES LLC DEALER MANAGER AGREEMENT UBS Securities LLC 677 Washington Boulevard Stamford, CT 06901 Ladies and Gentlemen: 1 Exempted Exchanges Vertex Pharmaceuticals Incorporated, a corporation organized under the laws of Massachusetts (the Company), proposes to exchange with certain holders of its 5% Convertible Subordinated Notes due September 19, 2007 (the Existing Notes) _____________ Vertex Pharmaceuticals – copy to (which shall not constitute notice): UBS Securities LLC 677 Washington Boulevard Stamford, CT 06901 Attention: Legal and Compliance Department Facsimile: 1 (203) 719-0680 If to the Company: Vertex Pharmaceuticals Incorporated 130 Waverly Street Cambridge, Massachusetts 02139-4242 Attention: Kenneth S. Boger Facsimile: (617) 444-7117 With a copy to (which shall not constitute notice): Mintz, Levin, Cohn, Ferris, Glovsky _____________ VERTEX PHARMACEUTICALS – for that purpose and returning to us a copy of this letter so signed, whereupon this letter and your acceptance shall constitute a binding agreement among us. Very truly yours, VERTEX PHARMACEUTICALS INCORPORATED By: /s/ Kenneth S. Boger Name: Kenneth S. Boger Title: Senior Vice President & General Counsel Accepted as of the date first set forth above: UBS SECURITIES LLC By: / _____________ dt 1542361 ;	UBS Securities UBS Securities LLC ( Financial ) As referenced in this Dealer Manager Agreement: UBS SECURITIES LLC – EX-10.1 2 a04-10676_1ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION COPY Dated September 13, 2004 VERTEX PHARMACEUTICALS INCORPORATED and UBS SECURITIES LLC DEALER MANAGER AGREEMENT UBS Securities LLC 677 Washington Boulevard Stamford, CT 06901 Ladies and Gentlemen: 1 Exempted Exchanges Vertex Pharmaceuticals Incorporated, a _____________ UBS Securities LLC – htm EX-10.1 Exhibit 10.1 EXECUTION COPY Dated September 13, 2004 VERTEX PHARMACEUTICALS INCORPORATED and UBS SECURITIES LLC DEALER MANAGER AGREEMENT UBS Securities LLC 677 Washington Boulevard Stamford, CT 06901 Ladies and Gentlemen: 1 Exempted Exchanges Vertex Pharmaceuticals Incorporated, a corporation organized under the laws of _____________ UBS Securities LLC – in reliance upon exemptions from the registration requirements of the Securities Act. 2 Appointment as Dealer Manager The Company hereby engages and appoints UBS Securities LLC as sole and exclusive dealer manager in connection with the Exempted Exchanges (the Dealer Manager) and authorizes the Dealer Manager to act _____________ UBS Securities LLC – to any statements contained in, or any matter omitted from, the Exchange Materials in reliance upon and in conformity with information relating to UBS Securities LLC 8 furnished by you in writing to the Company expressly for use therein, which information consists solely of the name of the _____________ UBS Securities LLC – a) of the 1934 Act in connection with the Exempted Exchanges. For purposes of this Section 10, the term Dealer Manager shall include UBS Securities LLC , its affiliates, officers, directors, employees and agents, and any person controlling the Dealer Manager or any of such affiliates (within the meaning _____________ dt 604296 ; Cleary Gottlieb Cleary, Gottlieb, Steen & Hamilton ( Legal ) As referenced in this Dealer Manager Agreement: Cleary, Gottlieb – 2, and a letter from the Vice President of Regulatory Affairs of the Company in the form of Exhibit B-3; and (B) Cleary, Gottlieb , Steen & Hamilton shall have delivered to you opinions addressed to you dated as of the Closing Date in form and substance _____________ dt 696497
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (115K) Doc #331171: Click preview link for longer preview. Dated February 10, 2004 VERTEX PHARMACEUTICALS INCORPORATED and UBS SECURITIES LLC DEALER MANAGER AGREEMENT UBS Securities LLC 677 Washington Boulevard Stamford, CT 06901 Ladies and Gentlemen: 1 Exempted Exchanges Vertex Pharmaceuticals Incorporated, . . . 331171	Mintz Levin Mintz, Levin, Cohn, Ferris, Glovsky and Popeo As referenced in this Dealer Manager Agreement: Mintz, Levin – Waverly Street Cambridge, Massachusetts 02139-4242 Attention: Kenneth S. Boger Facsimile: (617) 444-7117 With a copy to (which shall not constitute notice): Mintz, Levin , Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, Massachusetts 02111 Attention: Michael L. Fantozzi Facsimile: (617) 542-2241 17 _____________ Mintz, Levin – UBS Securities LLC 677 Washington Boulevard Stamford, Connecticut 06901 Attention: William Schneider Tel: (203) 719-4210 5 Exhibit B Opinion of Company Counsel Mintz, Levin , Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, Massachusetts 02111 617 542 6000 617 542 2241 fax February 13, _____________ MINTZ, LEVIN – National Association, in its capacity as Trustee under the Indenture, may rely on this opinion as if addressed to it. Very truly yours, MINTZ, LEVIN , COHN, FERRIS, GLOVSKY and POPEO, P.C. 7 _____________ dt 700951 ; Vertex Pharma Vertex Pharmaceuticals Inc. ( Pharmaceutical Preparations ) As referenced in this Dealer Manager Agreement: VERTEX PHARMACEUTICALS – EX-10.1 4 a04-2732_1ex10d1.htm EX-10.1 Exhibit 10.1 Dated February 10, 2004 VERTEX PHARMACEUTICALS INCORPORATED and UBS SECURITIES LLC DEALER MANAGER AGREEMENT UBS Securities LLC 677 Washington Boulevard Stamford, CT 06901 Ladies and Gentlemen: 1 Exempted Exchanges Vertex Pharmaceuticals Incorporated, a corporation organized under _____________ Vertex Pharmaceuticals – 1 Dated February 10, 2004 VERTEX PHARMACEUTICALS INCORPORATED and UBS SECURITIES LLC DEALER MANAGER AGREEMENT UBS Securities LLC 677 Washington Boulevard Stamford, CT 06901 Ladies and Gentlemen: 1 Exempted Exchanges Vertex Pharmaceuticals Incorporated, a corporation organized under the laws of Massachusetts (the Company), proposes to exchange with certain holders of its 5% Convertible Subordinated Notes due September 19, 2007 (the Existing Notes) _____________ Vertex Pharmaceuticals – to (which shall not constitute notice): 24 UBS Securities LLC 677 Washington Boulevard Stamford, CT 06901 Attention: Legal and Compliance Department Facsimile: 1 (203) 719-0680 If to the Company: Vertex Pharmaceuticals Incorporated 130 Waverly Street Cambridge, Massachusetts 02139-4242 Attention: Kenneth S. Boger Facsimile: (617) 444-7117 With a copy to (which shall not constitute notice): Mintz, Levin, Cohn, Ferris, Glovsky _____________ VERTEX PHARMACEUTICALS – for that purpose and returning to us a copy of this letter so signed, whereupon this letter and your acceptance shall constitute a binding agreement among us. Very truly yours, VERTEX PHARMACEUTICALS INCORPORATED By: /s/ Ian Smith Name: Title: Accepted as of the date first set forth above: UBS SECURITIES LLC By: /s/ Chris Hite Name: Chris Hite Title: Managing Director By: / _____________ Vertex Pharmaceuticals – to the exempted exchanges described in the Offering Memorandum dated February 10, 2004 (the Offering Memorandum) Each holder of the 5% Convertible Subordinated Notes due 2007 (the Old Notes) of Vertex Pharmaceuticals Incorporated (Vertex) participating in the exempted exchanges (as described in the Offering Memorandum) should complete, sign and submit this Letter of Transmittal by fax to the trustee, US Bank National _____________ dt 1542369 ;	UBS Securities UBS Securities LLC ( Financial ) As referenced in this Dealer Manager Agreement: UBS SECURITIES LLC – EX-10.1 4 a04-2732_1ex10d1.htm EX-10.1 Exhibit 10.1 Dated February 10, 2004 VERTEX PHARMACEUTICALS INCORPORATED and UBS SECURITIES LLC DEALER MANAGER AGREEMENT UBS Securities LLC 677 Washington Boulevard Stamford, CT 06901 Ladies and Gentlemen: 1 Exempted Exchanges Vertex Pharmaceuticals Incorporated, a _____________ UBS Securities LLC – a04-2732_1ex10d1.htm EX-10.1 Exhibit 10.1 Dated February 10, 2004 VERTEX PHARMACEUTICALS INCORPORATED and UBS SECURITIES LLC DEALER MANAGER AGREEMENT UBS Securities LLC 677 Washington Boulevard Stamford, CT 06901 Ladies and Gentlemen: 1 Exempted Exchanges Vertex Pharmaceuticals Incorporated, a corporation organized under the laws of _____________ UBS Securities LLC – in reliance upon exemptions from the registration requirements of the Securities Act. 2 Appointment as Dealer Manager The Company hereby engages and appoints UBS Securities LLC as sole and exclusive dealer manager in connection with the Exempted Exchanges (the Dealer Manager) and authorizes the Dealer Manager to act _____________ UBS Securities LLC – to any statements contained in, or any matter omitted from, the Exchange Materials in reliance upon and in conformity with information relating to UBS Securities LLC furnished by you in writing to the Company expressly for use therein, which information consists solely of the name of the entity _____________ UBS Securities LLC – a) of the 1934 Act in connection with the Exempted Exchanges. For purposes of this Section 10, the term Dealer Manager shall include UBS Securities LLC , its affiliates, officers, directors, employees and agents, and any person controlling the Dealer Manager or any of such affiliates (within the meaning _____________ dt 604300 ; Cleary Gottlieb Cleary, Gottlieb, Steen & Hamilton ( Legal ) As referenced in this Dealer Manager Agreement: Cleary, Gottlieb – 2, and a letter from the Vice President of Regulatory Affairs of the Company in the form of Exhibit B-3; and (B) Cleary, Gottlieb , Steen & Hamilton shall have delivered to you opinions addressed to you dated as of the Closing Date in form and substance _____________ dt 696499
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (114K) Doc #372590: Click preview link for longer preview. DEALER MANAGER AGREEMENT December 1, 2004 J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172 Ladies and Gentlemen: 1. Maverick Tube Corporation, a Delaware corporation (the "Company"), proposes to offer to exchange (hereinafter referred to, together with any amendments, supplements or extensions thereof, as the "Exchange Offer") its 4.00% Convertible Senior Subordinated Notes due June 15, 2033 (the "New Notes") that are convertible into shares (the "Shares") of common stock, par value $0.01 per share ("Common Stock"), of the Company, for any and all of its issued and outstanding 4.00% Convertible Senior Subordinated Notes due June 15, 2033 (the "Existing Notes") that are convertible into shares of Common Stock, on the terms and subject to the conditions set forth in the Exchange Offer Material (as hereinafter defined) as the same may be amended or supplemented from time to time. 2. The Company hereby appoints you as Dealer Manager (the "Dealer Manager") and authorizes you to act as such in connection with the Exchange Offer. As Dealer Manager, you agree, on the basis of the representations, warranties and covenants of the Company contained herein and in accordance with your customary practice, to perform those services in connection with the Exchange Offer as are customarily performed by you in connection with exchange offers of like nature, including, but not limited to, using reasonable best efforts to solicit tenders of Existing Notes pursuant to the Exchange Offer and communicating generally regarding the Exchange Offer with brokers, dealers, commercial banks and trust companies and other holders of Existing Notes. In such capacity, you shall act as an independent contractor, and each of your duties arising out of your engagement pursuant to this Dealer Manager Agreement (this "Agreement") shall be owed solely to the Company. The Company further authorizes you to communicate with The Bank of New York, in its capacity as exchange agent (the "Exchange Agent"), and with D.F. King & Co., Inc., in its capacity as information agent (the "Information Agent"), with respect to matters relating to the Exchange Offer. The Company has instructed the Exchange Agent to advise you at least daily during the pendency of the Exchange Offer as to the aggregate principal amount of Existing Notes that have been tendered pursuant to the Exchange Offer and as to such other matters in connection with the Exchange Offer as you may request. 3. Neither you nor any of your affiliates shall have any liability (in tort, contract, or otherwise) to the Company or any other person for any losses, claims, damages, liabilities, or expenses arising from your engagement or services as Dealer Manager hereunder or from any act or omission on the part of any broker or dealer in securities (a "Dealer"), bank or trust company or any other person in connection with the Exchange Offer, except in any case for any such {PAGE} losses, claims, damages, liabilities, or expenses that are determined by final and nonappealable judgment of a court of competent jurisdiction to have resulted primarily from your gross negligence or willful misconduct. In soliciting or obtaining tenders, no Dealer, bank or trust company is to be deemed to be acting as your agent or the agent of the Company or any of its affiliates, and you, as Dealer Manager, are not to be deemed the agent of any Dealer, bank or trust company or the agent or fiduciary of the Company or any of its affiliates, security holders, creditors or of any other person solely because of your position as Dealer Manager. In soliciting or obtaining tenders, you shall not be and shall not be deemed for any purpose to act as a partner or joint venturer of or a member of a syndicate or group with the Company or any of its affiliates in connection with the Exchange Offer, any acceptance of the Existing Notes, or otherwise, and neither the Company nor any of its affiliates shall be deemed to act as your agent. The Company shall have sole authority for the acceptance or rejection of any and all tenders. 4. The Company agrees to furnish you, at its expense, with as many copies as you may reasonably request of (i) each of the documents filed by or on behalf of the Company with the Securities and Exchange Commission (the "Commission") or any other federal, state, local or foreign governmental or regulatory authorities or any court (each, an "Other Agency" and collectively, the "Other Agencies"), including each registration statement and prospectus filed with the Commission, in connection with the Exchange Offer and all documents incorporated therein by reference, (ii) each offering circular, solicitation statement, disclosure document, or other explanatory statement, or other report, filing, document, release or communication mailed, delivered, published, or filed by or on behalf of the Company in connection with the Exchange Offer, (iii) each document required to be filed with the Commission pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder (collectively, the "Securities Act"), and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder (collectively, the "Exchange Act"), pertaining, to either the Exchange Offer or the Company during the term of this Agreement, including, but not limited to, a tender offer statement on Schedule TO with respect to the Exchange Offer (including the exhibits thereto and any documents incorporated by reference therein, the "Schedule TO"), and (iv) each appendix, attachment, modification, amendment or supplement to any of the foregoing and all related documents, including, but not limited to, each related letter of transmittal (the documents described in the immediately preceding clauses (i), (ii), (iii) and (iv), together with each document incorporated by reference in any of the foregoing, being the "Exchange Offer Material"). The Exchange Offer Material has been or will be prepared and approved by, and is the sole responsibility of, the 372590	Maverick Tube Maverick Tube Corp. ( Supplies & Fixtures ) ; BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of New York, – duties arising out of your engagement pursuant to this Dealer Manager Agreement (this "Agreement") shall be owed solely to the Company. The Company further authorizes you to communicate with The Bank of New York, in its capacity as exchange agent (the "Exchange Agent"), and with D.F. King & Co., Inc., in its capacity as information agent (the "Information Agent"), with respect to matters _____________ Bank of New York, – the Company, and when duly executed, authenticated, issued and delivered as provided in the Indenture relating the New Notes (the "Indenture") to be entered into by the Company and The Bank of New York, as Trustee (the "Trustee"), assuming due authentication of the New Notes by the Trustee, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance _____________ dt 1583325 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Dealer Manager Agreement: J.P. Morgan Securities Inc – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}2 {FILENAME}c90084exv1w1.txt {DESCRIPTION}DEALER MANAGER AGREEMENT {TEXT} {PAGE} EXHIBIT 1.1 DEALER MANAGER AGREEMENT December 1, 2004 J.P. Morgan Securities Inc . 277 Park Avenue New York, New York 10172 Ladies and Gentlemen: 1. Maverick Tube Corporation, a Delaware corporation (the "Company"), proposes to offer to exchange (hereinafter referred to, together _____________ J.P. Morgan Securities Inc – in writing expressly for use therein (provided, further, that the Company acknowledges that the only information to be so furnished by you is the name, address and telephone numbers of J.P. Morgan Securities Inc ., as Dealer Manager); (c) each preliminary prospectus and prospectus filed as part of the Initial Registration Statement or filed as part of any amendment thereto or to the Registration _____________ J.P. Morgan Securities Inc – to the Company expressly for use therein (provided that the Company acknowledges that the only information to be so furnished by you is the name, address and telephone numbers of J.P. Morgan Securities Inc ., as Dealer Manager). The foregoing indemnity shall be in addition to any liability which the Company might otherwise have to you and such other Indemnified Persons. Upon receipt by _____________ J.P. Morgan Securities Inc – this Agreement shall be in writing and shall be deemed to have been duly given if delivered 28 {PAGE} personally to the parties hereto as follows: (a) If to you: J.P. Morgan Securities Inc . 277 Park Avenue, 9th floor New York, New York 10172 Attention: Jeff Zajkowski, Managing Director (b) If to the Company: Maverick Tube Corporation 16401 Swingley Ridge Road, Suite 700 _____________ J.P. MORGAN SECURITIES INC – Very truly yours, MAVERICK TUBE CORPORATION By: /s/ PAMELA G. BOONE ------------------------------ Name: Pamela G. Boone Title: V.P. and C.F.O. Accepted as of the date first above written: J.P. MORGAN SECURITIES INC . By: /s/ PAUL A. O'HERN ------------------------------ Name: Paul A. O'Hern Title: VP 30 {/TEXT} {/DOCUMENT} _____________ dt 1492216 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Dealer Manager Agreement: JPMorgan Chase Bank, – to the expiration of the Exchange Offer, the requisite lenders who are parties to that certain Amended and Restated Credit Agreement dated as of December 31, 2002 among the Company, JPMorgan Chase Bank, CIT Business Credit Canada Inc., General Electric Capital Corporation and the other parties named therein, as amended and restated to the date hereof (the "Credit Agreement"), shall have executed _____________ dt 1404832 ; Baker Botts Baker Botts ( Legal ) As referenced in this Dealer Manager Agreement: Baker Botts – Statement shall not yet have become effective; (e) you shall have received such written opinion or opinions addressed to you, and dated the date hereof and the Exchange Date, of Baker Botts L.L.P., counsel to the Dealer Manager, with respect to the such matters as you may reasonably request, and such counsel shall have received such documents and information as _____________ dt 1546837
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (82K) Doc #379753: Click preview link for longer preview. DEALER MANAGER AGREEMENT June 10, 2004 BMO Nesbitt Burns Inc. Harris Nesbitt Corp. c/o BMO Nesbitt Burns Inc. 1 First Canadian Place 4th Floor, P.O. Box 150 Toronto, Ontario M5X 1H3 Attention: Peter Collibee Dear Peter: 1. General. Golden Star Resources Ltd., a Canadian corporation (the "COMPANY"), plans to make a take-over bid in Canada and concurrent tender offer in the United States (the "OFFER") for all of the outstanding common shares ( . . . 379753	Golden Star Golden Star Resources Ltd. ( Gold & Silver ) ;	Wheaton River Wheaton River Minerals Ltd. ( Gold & Silver ) As referenced in this Dealer Manager Agreement: Wheaton River Minerals Ltd – TRANSMITTAL") dated June 9, 2004 and attached hereto as Exhibit C. The Company also intends to solicit proxies from IAMGold shareholders to vote against the proposed arrangement between IAMGold and Wheaton River Minerals Ltd . (the "Proxy Solicitation"). The schedules attached to this Agreement shall, for all purposes of this Agreement, form an integral part of it. The following materials to be used by _____________ dt 1047907
Preview Full Doc	2004	Dealer-Manager Agreement Dealer-Manager Agreement (64K) Doc #463006: Click preview link for longer preview. DEALER-MANAGER AGREEMENT COMVERSE TECHNOLOGY, INC. December [ ], 2004 LEHMAN BROTHERS INC. 745 Seventh Avenue, 3^rd Floor New York, New York 10019 Ladies and Gentlemen: 1. *The Exchange Offer. Comverse Technology, Inc., a New York corporation (the ï¿½Companyï¿½), intends to offer to exchange (together with any amendments and extensions thereof, the ï¿½Exchange Offerï¿½) its new Zero Yield Puttable Securities due 2023 (the ï¿½New Securities*ï¿½) for any and all of its outstanding Zero Yield Puttable Securities due 2023 (the . . . 463006	Comverse Tech Comverse Technology, Inc. ( Communications Equipment ) As referenced in this Dealer-Manager Agreement: COMVERSE TECHNOLOGY, INC – Form of Dealer Manager Agreement EX-1.1 2 dex11.htm FORM OF DEALER MANAGER AGREEMENT Exhibit 1.1 DEALER-MANAGER AGREEMENT COMVERSE TECHNOLOGY, INC . December [ ], 2004 LEHMAN BROTHERS INC. 745 Seventh Avenue, 3rd Floor New York, New York 10019 Ladies and Gentlemen: 1. The Exchange Offer. Comverse Technology, Inc., a New York corporation ( _____________ Comverse Technology, Inc – 1.1 DEALER-MANAGER AGREEMENT COMVERSE TECHNOLOGY, INC. December [ ], 2004 LEHMAN BROTHERS INC. 745 Seventh Avenue, 3rd Floor New York, New York 10019 Ladies and Gentlemen: 1. The Exchange Offer. Comverse Technology, Inc ., a New York corporation (the Company), intends to offer to exchange (together with any amendments and extensions thereof, the Exchange Offer) its new Zero Yield Puttable Securities due 2023 ( _____________ Comverse Technology, Inc – amp; Hamilton One Liberty Plaza New York, New York 10006 Attention: David Lopez and David I. Gottlieb Facsimile: (212) 225-2000 Telephone: (212) 225-3999 (b) if to the Company: Comverse Technology, Inc . 170 Crossways Park Drive Woodbury, New York 11797 Attention: Paul L. Robinson Facsimile: (516) 677-7355 Telephone: (516) 677-7200 with a copy to: Shearman & Sterling LLP 599 _____________ COMVERSE TECHNOLOGY, INC – and returning to us a copy of this letter so signed, whereupon this letter and your acceptance shall constitute a valid and legally binding agreement between us. Very truly yours, COMVERSE TECHNOLOGY, INC . By: Name: Title: Accepted and agreed as of the date first above written: LEHMAN BROTHERS INC. By: Authorized Representative 20 _____________ dt 1502927 ; Verint Systems Verint Systems Inc. ( Software & Programming ) As referenced in this Dealer-Manager Agreement: Verint Systems Inc. – generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (d) Each of Comverse, Inc. and Verint Systems Inc. (each a Subsidiary and, collectively, the Subsidiaries) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization, has all _____________ dt 1548232 ;	Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Dealer-Manager Agreement: LEHMAN BROTHERS INC – Form of Dealer Manager Agreement EX-1.1 2 dex11.htm FORM OF DEALER MANAGER AGREEMENT Exhibit 1.1 DEALER-MANAGER AGREEMENT COMVERSE TECHNOLOGY, INC. December [ ], 2004 LEHMAN BROTHERS INC . 745 Seventh Avenue, 3rd Floor New York, New York 10019 Ladies and Gentlemen: 1. The Exchange Offer. Comverse Technology, Inc., a New York corporation (the Company), intends to offer _____________ Lehman Brothers Inc – thereto made in accordance with the terms of this agreement (this Agreement), are collectively referred to as the Exchange Offer Materials. 2. Appointment as Dealer-Manager. The Company hereby appoints Lehman Brothers Inc . (Lehman Brothers) as sole dealer-manager in connection with the Exchange Offer (in such capacity, the Dealer-Manager), and the Company hereby authorizes Lehman Brothers to act as such _____________ Lehman Brothers Inc – by facsimile with immediate telephonic confirmation or (c) sent by registered or certified mail, return receipt requested, postage prepaid, to the parties hereto as follows: (a) if to Lehman Brothers: Lehman Brothers Inc . 745 Seventh Avenue, 3rd Floor New York, New York 10019 Attention: [Leonard G. Rosen] Facsimile: (212) 526-[7596] Telephone: (212) 526-7000 17 with a copy to: Cleary, Gottlieb, _____________ LEHMAN BROTHERS INC – acceptance shall constitute a valid and legally binding agreement between us. Very truly yours, COMVERSE TECHNOLOGY, INC. By: Name: Title: Accepted and agreed as of the date first above written: LEHMAN BROTHERS INC . By: Authorized Representative 20 _____________ dt 1511878 ; Cleary Gottlieb Cleary, Gottlieb, Steen & Hamilton ( Legal ) As referenced in this Dealer-Manager Agreement: Cleary, Gottlieb – the Company, substantially in the form attached hereto as Schedule II. 11 (d) On the Commencement Date and the Exchange Date, the Dealer-Manager shall have received an opinion of Cleary, Gottlieb , Steen & Hamilton, counsel to the Dealer-Manager, addressed to the Dealer-Manager, in form and substance satisfactory to the Dealer-Manager. (e) On the Commencement Date, the Exchange _____________ Cleary, Gottlieb – Lehman Brothers Inc. 745 Seventh Avenue, 3rd Floor New York, New York 10019 Attention: [Leonard G. Rosen] Facsimile: (212) 526-[7596] Telephone: (212) 526-7000 17 with a copy to: Cleary, Gottlieb , Steen & Hamilton One Liberty Plaza New York, New York 10006 Attention: David Lopez and David I. Gottlieb Facsimile: (212) 225-2000 Telephone: (212) 225-3999 (b) if to _____________ dt 1401699
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (36K) Doc #869805: Click preview link for longer preview. DEALER MANAGER AGREEMENT February 10, 2004 Comstock Resources, Inc. 5300 Town and Country Blvd., Suite 500 Frisco, Texas 75034 Attention: M. Jay Allison President and Chief Executive Officer Ladies and Gentlemen: This dealer manager agreement (this ï¿½Agreementï¿½) will confirm the understanding among Comstock Resources, Inc., a Nevada corporation (the ï¿½Companyï¿½), . . . 869805	Comstock Comstock Resources, Inc. ( Oil & Gas Operations ) As referenced in this Dealer Manager Agreement: Comstock Resources, Inc – Exhibit 99.1 EX-99 3 exhibit-99_1.htm DEALER MANAGER AGREEMENT DEALER MANAGER AGREEMENT February 10, 2004 Comstock Resources, Inc . 5300 Town and Country Blvd., Suite 500 Frisco, Texas 75034 Attention: M. Jay Allison President and Chief Executive Officer Ladies and Gentlemen: This dealer manager agreement (this Agreement) will _____________ Comstock Resources, Inc – Country Blvd., Suite 500 Frisco, Texas 75034 Attention: M. Jay Allison President and Chief Executive Officer Ladies and Gentlemen: This dealer manager agreement (this Agreement) will confirm the understanding among Comstock Resources, Inc ., a Nevada corporation (the Company), Banc of America Securities LLC (BAS) and Harris Nesbitt Corp. (HNC), pursuant to which the Company has retained BAS to act as the lead _____________ Comstock Resources, Inc – whenever notice is required by the provisions of this Agreement to be given, such notice shall be in writing addressed as follows and effective when received: If to the Company: Comstock Resources, Inc . 5300 Town and Country Blvd., Suite 500 Frisco, Texas 75034 Fax: 972 668-8812 Attention: M. Jay Allison, President and Chief Executive Officer If to the Dealer Managers: Banc _____________ COMSTOCK RESOURCES, INC – CORP. By: /s/ANDREW C. KARP Name: Andrew C. Karp Title:Managing Director of Banc of America Securities LLC Accepted and agreed to as of the date first written above: COMSTOCK RESOURCES, INC . By: /s/M. JAY ALLISON Name: M. Jay Allison Title: President and Chief Executive Officer _____________ dt 1413766 ;	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Dealer Manager Agreement: Banc of America Securities LLC – M. Jay Allison President and Chief Executive Officer Ladies and Gentlemen: This dealer manager agreement (this Agreement) will confirm the understanding among Comstock Resources, Inc., a Nevada corporation (the Company), Banc of America Securities LLC (BAS) and Harris Nesbitt Corp. (HNC), pursuant to which the Company has retained BAS to act as the lead dealer manager and soliciation agent and HNC to act as _____________ Banc of America Securities LLC – Resources, Inc. 5300 Town and Country Blvd., Suite 500 Frisco, Texas 75034 Fax: 972 668-8812 Attention: M. Jay Allison, President and Chief Executive Officer If to the Dealer Managers: Banc of America Securities LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Fax: 704.388.0830 Attention: High Yield Special Products Harris Nesbitt Corp [Address] with a copy to: _____________ Banc of America Securities LLC – LLC The Hearst Building 214 North Tryon Street, 17th Floor Charlotte, NC 28255 Fax: 704.388.0830 Attention: High Yield Special Products Harris Nesbitt Corp [Address] with a copy to: Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Fax:212.583.8567 Attention: Legal Department SECTION 11. Advertisements. The Company agrees that the Dealer Managers shall have the right _____________ BANC OF AMERICA SECURITIES LLC – signing in the appropriate space below and returning to the Dealer Manager the enclosed duplicate originals hereof, whereupon this letter shall become a binding agreement between us. Very truly yours, BANC OF AMERICA SECURITIES LLC , HARRIS NESBITT CORP. By: /s/ANDREW C. KARP Name: Andrew C. Karp Title:Managing Director of Banc of America Securities LLC Accepted and agreed to as of the date _____________ Banc of America Securities LLC – become a binding agreement between us. Very truly yours, BANC OF AMERICA SECURITIES LLC, HARRIS NESBITT CORP. By: /s/ANDREW C. KARP Name: Andrew C. Karp Title:Managing Director of Banc of America Securities LLC Accepted and agreed to as of the date first written above: COMSTOCK RESOURCES, INC. By: /s/M. JAY ALLISON Name: M. Jay Allison Title: President and Chief Executive Officer _____________ dt 1355640
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (123K) Doc #911222: Click preview link for longer preview. DEALER MANAGER AGREEMENT July 28, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J. P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED UBS SECURITIES LLC SG AMERICAS SECURITIES, LLC c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 and J.P. Morgan Securities Inc. 277 Park Avenue New York, New . . . 911222	TECO Energy TECO Energy, Inc. ( Electric Utilities ) As referenced in this Dealer Manager Agreement: TECO ENERGY, INC. – EX-1.1 2 b51189teexv1w1.txt EX-1.1 FORM OF DEALER MANAGER AGREEMENT Exhibit 1.1 TECO ENERGY, INC. DEALER MANAGER AGREEMENT July 28, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J. P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED UBS SECURITIES LLC SG AMERICAS _____________ TECO Energy, Inc. – Smith Incorporated Four World Financial Center New York, New York 10080 and J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172 Ladies and Gentlemen: 1. General. TECO Energy, Inc. , a Florida corporation (the "COMPANY"), plans to make a tender offer to exchange (the "OFFER") up to an aggregate of 17,865,000 of the Company's outstanding 9. _____________ TECO Energy, Inc. – the Offer, and the form of letter to Clients of Registered Holders and The Depository Trust Company Participants relating to the Offer. (f) The form of letter to Holders of TECO Energy, Inc. 's Equity Security Units relating to the Offer. (g) Any other documents or materials whatsoever (including newspaper announcements and press releases) relating to the Offer that are distributed or _____________ TECO Energy, Inc. – Thomas W. Widener and J. P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172 Telecopier No. (646) 534-1355 Attention: Anthony Ianno (b) If to the Company: TECO Energy, Inc. TECO Plaza 702 N. Franklin Street Tampa, Florida 33602 Telecopier No. (813) 228-1328 Attention: Corporate Secretary 18. Securities Positions. The Company acknowledges that it has no objection to _____________ TECO ENERGY, INC. – in the space provided below for that purpose and returning to us a copy of this letter, whereupon this letter shall constitute a binding agreement among us. Very truly yours, TECO ENERGY, INC. By: _____________________________________________ Name: Title: 23 Accepted as of the date first above written: MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: _____________________________________________ Name: Title: J. P. _____________ dt 1335801 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of New York, – not the Offer is commenced or the Company acquires any Securities 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 banking corporation, to serve as exchange agent (the "EXCHANGE AGENT") in connection with the Offer and, as such, to advise you at least daily as to _____________ dt 1585084 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Dealer Manager Agreement: J.P. Morgan Securities Inc – CO. INCORPORATED UBS SECURITIES LLC SG AMERICAS SECURITIES, LLC c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 and J.P. Morgan Securities Inc . 277 Park Avenue New York, New York 10172 Ladies and Gentlemen: 1. General. TECO Energy, Inc., a Florida corporation (the "COMPANY"), plans to make a tender offer to exchange ( _____________ J.P. Morgan Securities Inc – 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, J.P. Morgan Securities Inc ., Morgan Stanley & Co. Incorporated, UBS Securities LLC and SG Americas Securities, LLC to act as the exclusive dealer managers with respect to the Offer (each a "DEALER MANAGER" and _____________ dt 1492857 ;	Merrill Lynch Merrill Lynch & Co., Inc. ( Investment Services ) As referenced in this Dealer Manager Agreement: MERRILL LYNCH & CO – 1.1 2 b51189teexv1w1.txt EX-1.1 FORM OF DEALER MANAGER AGREEMENT Exhibit 1.1 TECO ENERGY, INC. DEALER MANAGER AGREEMENT July 28, 2004 MERRILL LYNCH & CO . MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J. P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED UBS SECURITIES LLC SG AMERICAS SECURITIES, LLC c/o Merrill Lynch & Co. Merrill Lynch, _____________ Merrill Lynch & Co – July 28, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J. P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED UBS SECURITIES LLC SG AMERICAS SECURITIES, LLC c/o Merrill Lynch & Co . Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 and J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172 _____________ Merrill Lynch & Co – 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 Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC and SG Americas Securities, LLC to act as the exclusive dealer _____________ 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), commercial _____________ Merrill Lynch & Co – automatic transmission report) or two business days after being sent by 20 registered or certified mail (postage prepaid, return receipt requested), as follows: (a) If to the Dealer Managers: Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 Telecopier No. (212) 449-1787 Attention: Thomas W. Widener and J. P. Morgan Securities _____________ dt 1467799 ; Morgan Stanley Morgan Stanley & Co. Inc. ( Financial ) As referenced in this Dealer Manager Agreement: MORGAN STANLEY & CO. – MANAGER AGREEMENT Exhibit 1.1 TECO ENERGY, INC. DEALER MANAGER AGREEMENT July 28, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J. P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED UBS SECURITIES LLC SG AMERICAS SECURITIES, LLC c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 and _____________ Morgan Stanley & Co. – 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, J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC and SG Americas Securities, LLC to act as the exclusive dealer managers with respect to the Offer (each a "DEALER MANAGER" and together, the "DEALER _____________ MORGAN STANLEY & CO. – Accepted as of the date first above written: MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: _____________________________________________ Name: Title: J. P. MORGAN SECURITIES INC. By: _____________________________________________ Name: Title: MORGAN STANLEY & CO. INCORPORATED By: _____________________________________________ Name: Title: UBS SECURITIES LLC By: _____________________________________________ Name: Title: SG AMERICAS SECURITIES, LLC By: _____________________________________________ Name: Title: 24 Schedule I COMPENSATION (1) The compensation due _____________ Morgan Stanley & Co. – pursuant to (1) above shall be allocated among the Dealer Managers as follows: Merrill Lynch, Pierce, Fenner & Smith Incorporated --% J. P. Morgan Securities Inc. --% UBS Securities LLC --% Morgan Stanley & Co. Incorporated --% SG Americas Securities, LLC --% --------- 100.0% S I-1 Schedule II SIGNIFICANT SUBSIDIARIES Tampa Electric Company* TECO Diversified, Inc.* TECO Transport Corporation* TECO Coal Corporation* TECO _____________ dt 1867959 ; More...
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (53K) Doc #911465: Click preview link for longer preview. FORM OF DEALER MANAGER AGREEMENT Form of Dealer Manager Agreement Exhibit 1.1 DEALER MANAGER AGREEMENT [·], 2004 Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: 1. The Exchange Offers. Yellow Roadway Corporation, a Delaware corporation (the “Company”), proposes to exchange (hereinafter referred to, together with any amendments, supplements or extensions thereof, as the “Exchange Offers”) its 3. . . . 911465	CSFB LLC Credit Suisse First Boston LLC ( Financial ) As referenced in this Dealer Manager Agreement: Credit Suisse First Boston LLC – Form of Dealer Manager Agreement Exhibit 1.1 DEALER MANAGER AGREEMENT [·], 2004 Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: 1. The Exchange Offers. Yellow Roadway Corporation, a Delaware corporation (the “Company”), proposes to exchange (hereinafter _____________ Credit Suisse First Boston LLC – by telecopy, by telegram, by telex or by registered or 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: IBD Legal/Transactions Advisory Group with a copy to: Shearman & Sterling LLP 599 Lexington _____________ CREDIT SUISSE FIRST BOSTON LLC – whereupon this Agreement and your acceptance shall constitute a binding agreement between us. Very truly yours, YELLOW ROADWAY CORPORATION By: Name: Title: Accepted as of the date first above written: CREDIT SUISSE FIRST BOSTON LLC By: Name: Title: 15 _____________ dt 1351095 ;	DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Dealer Manager Agreement: Deutsche Bank Trust Co – contractor, and each of your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Company. The Company further authorizes you to communicate with Deutsche Bank Trust Co mpany Americas, in its capacity as depositary (the “Depositary”), and with Morrow & Co., Inc., in its capacity as information agent (the “Information Agent”), with respect _____________ dt 1390778
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (53K) Doc #911549: Click preview link for longer preview. FORM OF DEALER MANAGER AGREEMENT Form of Dealer Manager Agreement Exhibit 1.1 DEALER MANAGER AGREEMENT October [·], 2004 Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: 1. The Exchange Offers. Yellow Roadway Corporation, a Delaware corporation (the “Company”), proposes to exchange (hereinafter referred to, together with any amendments, supplements or extensions thereof, as the “Exchange Offers”) its 3.375% Contingent Convertible Senior Notes due 2023 (the “New 3. . . . 911549	CSFB LLC Credit Suisse First Boston LLC ( Financial ) As referenced in this Dealer Manager Agreement: Credit Suisse First Boston LLC – Form of Dealer Manager Agreement Exhibit 1.1 DEALER MANAGER AGREEMENT October [·], 2004 Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: 1. The Exchange Offers. Yellow Roadway Corporation, a Delaware corporation (the “Company”), proposes to exchange (hereinafter _____________ Credit Suisse First Boston LLC – by telecopy, by telegram, by telex or by registered or 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: IBD Legal/Transactions Advisory Group with a copy to: Shearman & Sterling LLP 599 Lexington _____________ CREDIT SUISSE FIRST BOSTON LLC – whereupon this Agreement and your acceptance shall constitute a binding agreement between us. Very truly yours, YELLOW ROADWAY CORPORATION By: Name: Title: Accepted as of the date first above written: CREDIT SUISSE FIRST BOSTON LLC By: Name: Title: 15 _____________ dt 1351096 ;	DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Dealer Manager Agreement: Deutsche Bank Trust Co – contractor, and each of your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Company. The Company further authorizes you to communicate with Deutsche Bank Trust Co mpany Americas, in its capacity as depositary (the “Depositary”), and with Morrow & Co., Inc., in its capacity as information agent (the “Information Agent”), with respect _____________ dt 1390779
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (73K) Doc #1013709: Click preview link for longer preview. INVITROGEN CORPORATION and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of November 9, 2004 Dealer Manager Agreement November 9, 2004 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. The Exchange Offer. Invitrogen Corporation, a Delaware corporation (the ï¿½Companyï¿½) proposes to offer to exchange up to $350 million aggregate principal amount of its new 2% Convertible Senior Notes due 2023 (the ï¿½New 2023 . . . 1013709	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Dealer Manager Agreement: BANC OF AMERICA SECURITIES LLC – Dealer Manager Agreement EX-1.1 2 dex11.htm DEALER MANAGER AGREEMENT Exhibit 1.1 INVITROGEN CORPORATION and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of November 9, 2004 Dealer Manager Agreement November 9, 2004 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 _____________ BANC OF AMERICA SECURITIES LLC – htm DEALER MANAGER AGREEMENT Exhibit 1.1 INVITROGEN CORPORATION and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of November 9, 2004 Dealer Manager Agreement November 9, 2004 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. The Exchange Offer. Invitrogen Corporation, a Delaware corporation (the Company) proposes to offer to exchange up _____________ Banc of America Securities LLC – 14. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Dealer Manager: Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton, Esq. with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, _____________ BANC OF AMERICA SECURITIES LLC – hereby confirmed and accepted by the Dealer Manager in New York, New York as of the date first above written. Accepted and agreed as of the date first above written: BANC OF AMERICA SECURITIES LLC By: /s/ BRIAN KINKEAD Name: Brian Kinkead Title: Managing Director 18 _____________ dt 1356007 ; Fleet National Fleet National Bank ( Financial ) As referenced in this Dealer Manager Agreement: Fleet National Bank. – shall refer to the Companys common stock and the related preferred stock purchase rights issued pursuant to the rights agreement dated as of February 27, 2001, between the Company and Fleet National Bank. The term Registration Statement, as used in this Agreement, shall mean such registration statement, including the exhibits thereto and any documents incorporated by reference therein, in the form in _____________ dt 1436835 ;	Gray Cary Gray Cary Ware & Freidenrich ( Legal ) As referenced in this Dealer Manager Agreement: Gray Cary – 11, 13 and 14 and clause (i) of the next-to-last paragraph of Exhibit A) and the Closing Date, the Dealer Manager shall have received the favorable opinion of Gray Cary Ware & Freidenrich LLP (or successor of its merger with Piper Rudnick LLP), special counsel for the Company, dated as of such date, the form of which is attached _____________ Gray Cary – 450-4800 Attention: Peter R. Douglas, Esq. If to the Company: Invitrogen Corporation 1600 Faraday Avenue Carlsbad, California 92008 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gray Cary Ware & Freidenrich LLP 4365 Executive Drive, Suite 1100 San Diego, CA 92121-2133 Fax: 858-677-1401 Attention: Jeffrey T. Baglio, Esq. Any party hereto may change the _____________ dt 1399209 ; Piper Rudnick Piper Rudnick ( Legal ) As referenced in this Dealer Manager Agreement: Piper Rudnick – paragraph of Exhibit A) and the Closing Date, the Dealer Manager shall have received the favorable opinion of Gray Cary Ware & Freidenrich LLP (or successor of its merger with Piper Rudnick LLP), special counsel for the Company, dated as of such date, the form of which is attached as Exhibit A (except that the valid, binding and enforceability opinions set _____________ dt 1375371
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (80K) Doc #1073556: Click preview link for longer preview. TECH DATA CORPORATION and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of November 16, 2004 <PAGE> Dealer Manager Agreement November 16, 2004 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. The Exchange Offer. Tech Data Corporation, a Florida corporation (the . . . 1073556	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Dealer Manager Agreement: BANC OF AMERICA SECURITIES LLC – EX-1.1 2 g91988a1exv1w1.txt EX-1.1 DEALER MANAGER AGREEMENT Exhibit 1.1 TECH DATA CORPORATION and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of November 16, 2004 Dealer Manager Agreement November 16, 2004 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York _____________ BANC OF AMERICA SECURITIES LLC – TEXT> Exhibit 1.1 TECH DATA CORPORATION and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of November 16, 2004 Dealer Manager Agreement November 16, 2004 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. The Exchange Offer. Tech Data Corporation, a Florida corporation (the "Company") proposes to offer to exchange _____________ Banc of America Securities LLC – All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: 20 If to the Dealer Manager: Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Facsimile: (212) 583-8457 Attention: Eric Hambleton, Esq. with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY _____________ BANC OF AMERICA SECURITIES LLC – hereby confirmed and accepted by the Dealer Manager in New York, New York as of the date first above written. Accepted and agreed as of the date first above written: BANC OF AMERICA SECURITIES LLC By: __________________________ Name: Title: 23 _____________ dt 1705337
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (80K) Doc #1092868: Click preview link for longer preview. <DESCRIPTION>FORM OF DEALER MANAGER AGREEMENT <TEXT> <PAGE> THE WILLIAMS COMPANIES, INC. DEALER MANAGER AGREEMENT September 17, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 Ladies and Gentlemen: 1. . . . 1092868	Williams Williams Companies, Inc. ( Natural Gas Utilities ) As referenced in this Dealer Manager Agreement: WILLIAMS COMPANIES, INC. – EX-1.1 2 d18148exv1w1.txt FORM OF DEALER MANAGER AGREEMENT THE WILLIAMS COMPANIES, INC. DEALER MANAGER AGREEMENT September 17, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC c/o Merrill Lynch & Co. _____________ Williams Companies, Inc. – OF AMERICA SECURITIES LLC c/o 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 a tender offer to exchange (the "OFFER") up to an aggregate of 43,900,000 of the Company's outstanding FELINE _____________ Williams Companies, Inc. – Offer, and the form of letter to Clients of Registered Holders and The Depository Trust Company Participants relating to the Offer. (f) The form of letter to Holders of The Williams Companies, Inc. 's FELINE PACS relating to the Offer. (g) Any other documents or materials whatsoever (including newspaper announcements and press releases) relating to the Offer that are distributed or made _____________ Williams Companies, Inc. – Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Facsimile No. (212) 450-3800 Attention: Marlene Alva, Esq./Michael Kaplan, Esq. and (b) If to the Company: 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: Accepted as of the date first above written: MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ---------------------------------------------------- Name: Title: CITIGROUP GLOBAL MARKETS INC. By: ---------------------------------------------------- _____________ dt 1475779 ; 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 THE WILLIAMS COMPANIES, INC. DEALER MANAGER AGREEMENT September 17, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC c/o 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., _____________ Banc of America Securities LLC – 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, Citigroup Global Markets Inc. and Banc of America Securities LLC 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 _____________ BANC OF AMERICA SECURITIES LLC – Name: Title: Accepted as of the date first above written: MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ---------------------------------------------------- Name: Title: CITIGROUP GLOBAL MARKETS INC. By: ---------------------------------------------------- Name: Title: BANC OF AMERICA SECURITIES LLC By: ---------------------------------------------------- Name: Title: _____________ dt 1356287 ; Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Dealer Manager Agreement: CITIGROUP GLOBAL MARKETS INC – FILENAME>d18148exv1w1.txt FORM OF DEALER MANAGER AGREEMENT THE WILLIAMS COMPANIES, INC. DEALER MANAGER AGREEMENT September 17, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC . BANC OF AMERICA SECURITIES LLC c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 Ladies and Gentlemen: 1. _____________ Citigroup Global Markets Inc – 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, Citigroup Global Markets Inc . and Banc of America Securities LLC to act as the exclusive dealer managers with respect to the Offer (each a "DEALER MANAGER" and together, the "DEALER MANAGERS"). On the _____________ CITIGROUP GLOBAL MARKETS INC – truly yours, THE WILLIAMS COMPANIES, INC. By: --------------------------------------- Name: Title: Accepted as of the date first above written: MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ---------------------------------------------------- Name: Title: CITIGROUP GLOBAL MARKETS INC . By: ---------------------------------------------------- Name: Title: BANC OF AMERICA SECURITIES LLC By: ---------------------------------------------------- Name: Title: _____________ dt 1369932 ;	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. Exchange Agent and Information Agent. (a) The Company will arrange for JPMorgan Chase Bank, a New York banking corporation, to serve as exchange agent (the "EXCHANGE AGENT") in connection with the Offer and, as such, to advise you at least daily as to _____________ dt 1406307 ; Merrill Lynch Merrill Lynch & Co., Inc. ( Investment Services ) As referenced in this Dealer Manager Agreement: MERRILL LYNCH & CO – EX-1.1 2 d18148exv1w1.txt FORM OF DEALER MANAGER AGREEMENT THE WILLIAMS COMPANIES, INC. DEALER MANAGER AGREEMENT September 17, 2004 MERRILL LYNCH & CO . MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial _____________ Merrill Lynch & Co – THE WILLIAMS COMPANIES, INC. DEALER MANAGER AGREEMENT September 17, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC c/o 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 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 Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Banc of America Securities LLC to act as the exclusive dealer managers with respect to the Offer (each _____________ Merrill Lynch & Co – 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: Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center New York, New York 10080 Facsimile No. (212) 738-2227 Attention: David B. Parsons with a copy to: Davis _____________ MERRILL LYNCH & CO – letter, whereupon this letter shall constitute a binding agreement among us. Very truly yours, THE WILLIAMS COMPANIES, INC. By: --------------------------------------- Name: Title: Accepted as of the date first above written: MERRILL LYNCH & CO ., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ---------------------------------------------------- Name: Title: CITIGROUP GLOBAL MARKETS INC. By: ---------------------------------------------------- Name: Title: BANC OF AMERICA SECURITIES LLC By: ---------------------------------------------------- Name: Title: _____________ dt 1467847 ; More...
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (79K) Doc #1227699: Click preview link for longer preview. ANIXTER INTERNATIONAL INC. DEALER MANAGER AGREEMENT November 8, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Four World Financial Center New York, New York 10080 Ladies and Gentlemen: 1. General. Anixter International Inc., a Delaware corporation (the "COMPANY"), plans to make a tender offer to exchange (the "OFFER") up to $378,135,000 aggregate . . . 1227699	Anixter Anixter International Inc. ( Electronic Instruments & Controls ) As referenced in this Dealer Manager Agreement: ANIXTER INTERNATIONAL INC. – gt;EX-1.1 <SEQUENCE>2 <FILENAME>c89010exv1w1.txt <DESCRIPTION>FORM OF DEALER MANAGER AGREEMENT <TEXT> <PAGE> EXHIBIT 1.1 ANIXTER INTERNATIONAL INC. DEALER MANAGER AGREEMENT November 8, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Four World Financial Center New York, New York 10080 Ladies and Gentlemen: _____________ Anixter International Inc. – MANAGER AGREEMENT November 8, 2004 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Four World Financial Center New York, New York 10080 Ladies and Gentlemen: 1. General. Anixter International Inc. , a Delaware corporation (the "COMPANY"), plans to make a tender offer to exchange (the "OFFER") up to $378,135,000 aggregate principal amount at maturity of the Company's _____________ Anixter International, Inc. – amp; Smith Incorporated Four World Financial Center 20 <PAGE> New York, New York 10080 Telecopier No. (212) 449-3207 Attention: Global Origination Counsel (b) If to the Company: Anixter International, Inc. 2301 Patriot Blvd., Glenview, Illinois 60026 Telecopier No. (224) 521-8604 Attention: General Counsel & Secretary 18. Securities Positions. The Company acknowledges that it has no objection to the _____________ ANIXTER INTERNATIONAL INC. – in the space provided below for that purpose and returning to us a copy of this letter, whereupon this letter shall constitute a binding agreement among us. Very truly yours, ANIXTER INTERNATIONAL INC. By: ---------------------------------- Name: Title: Accepted as of the date first above written: MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: ------------------------------- Name: Joseph T. McIntosh Title: Director _____________ dt 1321292 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of New York, – as Exhibit 99.1 to the Registration Statement. The New Securities will be issued pursuant to an indenture (the "NEW INDENTURE") to be entered into between the Company and The Bank of New York, as Trustee (the "NEW TRUSTEE"). The New Securities will be convertible into cash and shares of common stock, par value $1.00 per share, of the Company (the "COMMON _____________ Bank of New York, – not the Offer is commenced or the Company acquires any Securities 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 banking corporation, to serve as exchange agent (the "EXCHANGE AGENT") in connection with the Offer and, as such, to advise you at least daily as to _____________ dt 1586762 ;	Schiff Hardin Schiff Hardin & Waite ( Legal ) As referenced in this Dealer Manager Agreement: Schiff Hardin – Secretary of the Company, in form and substance satisfactory to your counsel, to the effect set forth in Exhibit A hereto, (ii) the signed opinion, dated the Commencement Date, of Schiff Hardin LLP, counsel for the Company, in form and substance satisfactory to your counsel, to the effect set forth in Exhibit B hereto, (iii) a certificate of the President or _____________ Schiff Hardin – substantially the same effect set forth in Exhibit A hereto and covering such further matters as your counsel shall reasonably request, (ii) the signed opinion, dated the Acceptance Date, of Schiff Hardin LLP, counsel for the Company, in form and substance satisfactory to your counsel, to substantially the same effect set forth in Exhibit B hereto and covering such further matters _____________ dt 1363307
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (97K) Doc #1295263: Click preview link for longer preview. CORPBANCA Dealer Manager Agreement New York, New York September ï¿½, 2004 Citigroup Global Markets Inc., as Dealer Manager 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Corpbanca, a sociedad anï¿½nima organized under the laws of Chile (the ï¿½Bankï¿½), plans to make an offer (together with any amendments, supplements or extensions thereof, the ï¿½Exchange Offerï¿½), to exchange one new registered American Depositary Share (each a ï¿½Registered ADSï¿½ and collectively the ï¿½Registered ADSsï¿½), each representing 5,000 shares . . . 1295263	Corpbanca Corpbanca/Fi ; BNY Bank of New York ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of New York, – 17 hereof. The Rule 144A ADSs were issued pursuant to the Rule 144A Deposit Agreement dated as of November 18, 2003 (the Rule 144A Deposit Agreement), among the Bank, The Bank of New York, as depositary (the Rule 144A Depositary) and holders from time to time of the Rule 144A American Depositary Receipts (the Rule 144A ADRs) issued thereunder evidencing the Rule 144A _____________ Bank of New York, – issued thereunder evidencing the Rule 144A ADSs. The Registered ADSs are to be issued pursuant to an amended and restated deposit agreement (the Registered Deposit Agreement) among the Bank, The Bank of New York, as depositary (the Registered ADS Depositary) and holders from time to time of the American Depositary Receipts (the Registered ADRs) issued by the Registered ADS Depositary and evidencing the _____________ Bank of New York. – 22 Exchange Act shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. Exchange Agent shall mean The Bank of New York. Investment Company Act shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. NASD shall mean the National Association _____________ dt 1587047 ;	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Dealer Manager Agreement: Citigroup Global Markets Inc – Form of Dealer Manager Agreement EX-99.3 7 dex993.htm FORM OF DEALER MANAGER AGREEMENT Exhibit 99.3 CORPBANCA Dealer Manager Agreement New York, New York September , 2004 Citigroup Global Markets Inc ., as Dealer Manager 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Corpbanca, a sociedad annima organized under the laws of Chile (the Bank), plans to make _____________ Citigroup Global Markets Inc – Statement, the Exchange Offer Prospectus and any amendment or supplement to any of the foregoing. The term you or your as used herein, unless the context otherwise requires, shall mean Citigroup Global Markets Inc . 1. Appointment as Dealer Manager. (a) The Bank agrees that you will act as the exclusive dealer manager for the Exchange Offer (the Dealer Manager) in accordance with your _____________ Citigroup Global Markets Inc – holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York. Citigroup Global Markets shall mean Citigroup Global Markets Inc . Commencement Date shall mean the date on which the Exchange Offer Prospectus is first distributed to holders of Rule 144A Notes. Commission shall mean the U.S. Securities and _____________ Citigroup Global Markets Inc – agreement between the Bank and the Dealer Manager. Very truly yours, Corpbanca By Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc . By: Citigroup Global Markets Inc. as Dealer Manager By Name: Title: 24 Schedule A Dealer Manager Fee No fee will be payable by the Bank to the Dealer Manager _____________ Citigroup Global Markets Inc – the Dealer Manager. Very truly yours, Corpbanca By Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Citigroup Global Markets Inc . as Dealer Manager By Name: Title: 24 Schedule A Dealer Manager Fee No fee will be payable by the Bank to the Dealer Manager in respect of its services _____________ dt 1370219
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (53K) Doc #1305770: Click preview link for longer preview. DEALER MANAGER AGREEMENT [?], 2004 Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: 1. The Exchange Offers. Yellow Roadway Corporation, a Delaware corporation (the ?Company?), proposes to exchange (hereinafter referred to, together with any amendments, supplements or extensions thereof, as the ?Exchange Offers?) its 3.375% Net Share Settled Contingent Convertible Senior Notes due 2023 (the ?New 3.375% Notes?) that . . . 1305770	Roadway Next Day Roadway Next Day Corp ; CSFB LLC Credit Suisse First Boston LLC ( Financial ) As referenced in this Dealer Manager Agreement: Credit Suisse First Boston LLC – Form of Dealer Manager Agreement EX-1.1 2 dex11.htm FORM OF DEALER MANAGER AGREEMENT Exhibit 1.1 DEALER MANAGER AGREEMENT [], 2004 Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: 1. The Exchange Offers. Yellow Roadway Corporation, a Delaware corporation (the Company), proposes to exchange (hereinafter referred to, _____________ Credit Suisse First Boston LLC – by telecopy, by telegram, by telex or by registered or 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: IBD Legal/Transactions Advisory Group with a copy to: Shearman & Sterling LLP 599 Lexington _____________ CREDIT SUISSE FIRST BOSTON LLC – whereupon this Agreement and your acceptance shall constitute a binding agreement between us. Very truly yours, YELLOW ROADWAY CORPORATION By: Name: Title: Accepted as of the date first above written: CREDIT SUISSE FIRST BOSTON LLC By: Name: Title: 15 _____________ dt 1351390 ;	DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Dealer Manager Agreement: Deutsche Bank Trust Co – contractor, and each of your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Company. The Company further authorizes you to communicate with Deutsche Bank Trust Co mpany Americas, in its capacity as depositary (the Depositary), and with Morrow & Co., Inc., in its capacity as information agent (the Information Agent), with respect to matters relating to _____________ dt 1391030
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (53K) Doc #1305790: Click preview link for longer preview. DEALER MANAGER AGREEMENT October [?], 2004 Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: 1. The Exchange Offers. Yellow Roadway Corporation, a Delaware corporation (the ?Company?), proposes to exchange (hereinafter referred to, together with any amendments, supplements or extensions thereof, as the ?Exchange Offers?) its 3.375% Contingent Convertible Senior Notes due 2023 (the ?New 3.375% Notes?) that are convertible into common stock, par value $1.00 per share (the ?Shares?), of the . . . 1305790	Roadway Next Day Roadway Next Day Corp ; CSFB LLC Credit Suisse First Boston LLC ( Financial ) As referenced in this Dealer Manager Agreement: Credit Suisse First Boston LLC – Form of Dealer Manager Agreement EX-1.1 2 dex11.htm FORM OF DEALER MANAGER AGREEMENT Exhibit 1.1 DEALER MANAGER AGREEMENT October [], 2004 Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: 1. The Exchange Offers. Yellow Roadway Corporation, a Delaware corporation (the Company), proposes to exchange (hereinafter referred to, _____________ Credit Suisse First Boston LLC – by telecopy, by telegram, by telex or by registered or 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: IBD Legal/Transactions Advisory Group with a copy to: Shearman & Sterling LLP 599 Lexington _____________ CREDIT SUISSE FIRST BOSTON LLC – whereupon this Agreement and your acceptance shall constitute a binding agreement between us. Very truly yours, YELLOW ROADWAY CORPORATION By: Name: Title: Accepted as of the date first above written: CREDIT SUISSE FIRST BOSTON LLC By: Name: Title: 15 _____________ dt 1351391 ;	DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Dealer Manager Agreement: Deutsche Bank Trust Co – contractor, and each of your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Company. The Company further authorizes you to communicate with Deutsche Bank Trust Co mpany Americas, in its capacity as depositary (the Depositary), and with Morrow & Co., Inc., in its capacity as information agent (the Information Agent), with respect to matters relating to _____________ dt 1391031
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (58K) Doc #1456079: Click preview link for longer preview. FORM OF LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. 30,000,000 SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE DEALER MANAGER AGREEMENT , 2004 Lightstone Securities, LLC 326 Third Street Lakewood, New Jersey 08701 Ladies/Gentlemen: Lightstone Value Plus Real Estate Investment Trust, Inc. (the ï¿½Companyï¿½), a Maryland corporation, intends to qualify as a real estate investment trust (a . . . 1456079	Lightstone Value Plus Real Estate Investment Trust Lightstone Value Plus Real Estate Investment Trust, Inc.
Preview Full Doc	2004	Dealer Manager Agreement Dealer Manager Agreement (57K) Doc #1456094: Click preview link for longer preview. FORM OF LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. 20,000,000 SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE DEALER MANAGER AGREEMENT , 2004 Lightstone Securities, LLC 326 Third Street Lakewood, New Jersey 08701 Ladies/Gentlemen: Lightstone Value Plus Real Estate Investment Trust, Inc. (the ï¿½Companyï¿½), a Maryland corporation, intends to qualify as a real estate investment trust (a . . . 1456094	Lightstone Value Plus Real Estate Investment Trust Lightstone Value Plus Real Estate Investment Trust, Inc.

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