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Full Doc
 | 2004 |
Dealer Manager Agreement
Dealer Manager Agreement (53K)
Doc #1798212: 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 . . .
1798212
|
 CSFB LLC
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 1352104
;
|
DB Trust
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 1391422
|
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Full Doc
| 2004 |
Dealer Manager Agreement
Dealer Manager Agreement (53K)
Doc #1798273: 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 . . .
1798273
|
CSFB LLC
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 1352105
;
|
DB Trust
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 1391423
|
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Full Doc
| 2004 |
Dealer Manager Agreement
Dealer Manager Agreement (53K)
Doc #1798284: 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 . . .
1798284
|
CSFB LLC
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 1352106
;
|
DB Trust
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 1391424
|
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Full Doc
| 2004 |
Dealer Manager Agreement
Dealer Manager Agreement (53K)
Doc #1798345: 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 . . .
1798345
|
CSFB LLC
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 1352107
;
|
DB Trust
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 1391425
|
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Full Doc
| 2004 |
Dealer Manager Agreement
Dealer Manager Agreement (53K)
Doc #1798356: 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 . . .
1798356
|
CSFB LLC
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 1352108
;
|
DB Trust
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 1391426
|
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Full Doc
| 2004 |
Dealer Manager Agreement
Dealer Manager Agreement (53K)
Doc #1798438: 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 . . .
1798438
|
CSFB LLC
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 1352109
;
|
DB Trust
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 1391427
|
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Full Doc
| 2004 |
Dealer Manager Agreement
Dealer Manager Agreement (53K)
Doc #1798449: 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 . . .
1798449
|
CSFB LLC
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 1352110
;
|
DB Trust
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 1391428
|
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Full Doc
| 2004 |
Dealer Manager Agreement
Dealer Manager Agreement (53K)
Doc #1798510: 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 . . .
1798510
|
CSFB LLC
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 1352111
;
|
DB Trust
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 1391429
|
Preview
Full Doc
| 2004 |
Dealer Manager Agreement
Dealer Manager Agreement (53K)
Doc #1798521: 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 . . .
1798521
|
CSFB LLC
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 1352112
;
|
DB Trust
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 1391430
|
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Full Doc
| 2004 |
Dealer Manager Agreement
Dealer Manager Agreement (53K)
Doc #1862009: 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 . . .
1862009
|
CSFB LLC
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 1352165
;
|
DB Trust
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 1391505
|
Preview
Full Doc
| 2004 |
Dealer Manager Agreement
Dealer Manager Agreement (53K)
Doc #1862020: 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 . . .
1862020
|
CSFB LLC
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 1352166
;
|
DB Trust
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 1391506
|
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Full Doc
| 2004 |
Dealer Manager Agreement
Dealer Manager Agreement (104K)
Doc #2194212: Click preview link for longer preview.
[Form of Dealer Manager Agreement]
TECHNOLOGY INVESTMENT CAPITAL CORP.
Up to 3,500,000 Shares of Common Stock Issuable Upon Exercise
of Transferable Rights to Subscribe for
Such Shares of Common Stock
DEALER MANAGER AGREEMENT
New York, New York
[ ] 2004
UBS Securities LLC
299 Park Avenue
New York, New York 10171
Technology Investment Capital Corp., a Maryland . . .
2194212
|
Clifford Chance
As referenced in this Dealer Manager Agreement:
Clifford Chance US – or excluded therefrom). Sutherland Asbill & Brennan LLP may include the opinion set forth in paragraph (v) above in such separate letter.
(c) The Dealer Manager shall have received from Clifford Chance US LLP, counsel for the Dealer Manager, such opinion or opinions, dated the Representation Date and the Expiration Date, with respect to the Rights Offering, the Registration Statement, the Prospectus and
_____________
dt 1574372
;
|
UBS Securities
As referenced in this Dealer Manager Agreement:
UBS Securities LLC – to 3,500,000 Shares of Common Stock Issuable Upon Exercise
of Transferable Rights to Subscribe for
Such Shares of Common Stock
DEALER MANAGER AGREEMENT
New York, New York
[ ] 2004
UBS Securities LLC
299 Park Avenue
New York, New York 10171
Ladies and Gentlemen:
Technology Investment Capital Corp., a Maryland corporation (the "Company"), Technology Investment Management, LLC., a Delaware limited liability company (
_____________
UBS Securities LLC – Delaware limited liability company (the "Adviser") and the Adviser's managing member BDC Partners, LLC, a Delaware limited liability company, ("BDC Partners") each confirms its agreement with and appointment of UBS Securities LLC to act as dealer manager (the "Dealer Manager") in connection with the issuance by the Company to the holders of record (the "Record Date Holders") at 5:00 p.
_____________
UBS Securities LLC – 10. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Dealer Manager, will be mailed, delivered or telegraphed and confirmed to UBS Securities LLC , 299 Park Avenue, New York, New York 10171; or if sent to the Company, the Adviser or BDC Partners, will be mailed, delivered or telegraphed and confirmed to them
_____________
UBS SECURITIES LLC – Name:
Title:
TECHNOLOGY INVESTMENT MANAGEMENT, LLC.
By:
Name:
Title:
BDC PARTNERS, LLC
By:
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
UBS SECURITIES LLC , as Dealer Manager
By:
Name:
Title:
By:
Name:
Title:
19
Exhibit a
TECHNOLOGY INVESTMENT CAPITAL CORP.
Rights Offering for Shares of Common Stock
SOLICITING DEALER AGREEMENT
THE OFFER WILL
_____________
UBS Securities LLC – to the undersigned Soliciting Dealer, and the Company has agreed to indemnify such Soliciting Dealer on the terms set forth in the Dealer Manager Agreement, dated December 23, 2004, among UBS Securities LLC as the dealer manager (the "Dealer Manager"), the Company, Technology Investment Management, LLC and BDC Partners (the "Dealer Manager Agreement"). Solicitation and other activities by Soliciting Dealers may be
_____________
dt 1421616
;
 Sutherland
As referenced in this Dealer Manager Agreement:
Sutherland Asbill – Representation Date and the Expiration Date, the Dealer Manager shall have received:
(1) The favorable opinion, dated the Representation Date and the Expiration Date, as the case may be, of Sutherland Asbill & Brennan LLP, counsel for the Company, the Adviser and BDC Partners, in form and substance satisfactory to counsel for the Dealer Manager, to the effect that:
(i) the
_____________
Sutherland Asbill – their face to be appropriately responsive in all material respects to the applicable requirements of the Securities Act and the Securities Act Rules and Regulations.
12
In rendering such opinion, Sutherland Asbill & Brennan LLP may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company, the Adviser and BDC Partners
_____________
Sutherland Asbill – not misleading (except that, in any case, such counsel need not express an opinion or belief as to financial statements, schedules or other financial data included therein or excluded therefrom). Sutherland Asbill & Brennan LLP may include the opinion set forth in paragraph (v) above in such separate letter.
(c) The Dealer Manager shall have received from Clifford Chance US LLP,
_____________
dt 1529135
|
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Dealer Manager Agreement (122K)
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[ ] Shares of Common Stock
Issuable Upon Exercise of Rights
to Subscribe for such Shares
DEALER MANAGER AGREEMENT
New York, New York
, 2004
UBS Securities LLC
299 Park Avenue
New York, New York 10171-0026
Ladies and Gentlemen:
Each of The Mexico Fund, Inc., a Maryland corporation (the �Fund�), and Impulsora del Fondo M�xico, S.A. de C.V., . . .
2414182
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Comerica Bank
As referenced in this Dealer Manager Agreement:
Comerica Bank – 5
Custody Agreement dated as of March 31, 1998 between the Fund and BBVA Bancomer, S.A., the Custody Agreement dated as of April 5, 2000 between the Fund and Comerica Bank (together, the Custody Agreements), and the Foreign Custody Delegation Agreement dated as of June 13, 2000 between the Fund and the Investment Adviser (the Foreign Custody Delegation Agreement) (the
_____________
dt 1600335
;
UBS Securities
As referenced in this Dealer Manager Agreement:
UBS Securities LLC – dex2h.htm DEALER MANAGER AGREEMENT
Exhibit 2(h)
[ ] Shares of Common Stock
Issuable Upon Exercise of Rights
to Subscribe for such Shares
DEALER MANAGER AGREEMENT
New York, New York
, 2004
UBS Securities LLC
299 Park Avenue
New York, New York 10171-0026
Ladies and Gentlemen:
Each of The Mexico Fund, Inc., a Maryland corporation (the Fund), and Impulsora del Fondo Mxico, S.
_____________
UBS Securities LLC – Inc., a Maryland corporation (the Fund), and Impulsora del Fondo Mxico, S.A. de C.V., a Mexican corporation (the Investment Adviser), hereby confirms the agreement with and appointment of UBS Securities LLC to act as dealer manager (the Dealer Manager) in connection with the issuance by the Fund to the holders of record (the Record Holders) at the close of business
_____________
UBS Securities LLC – 10.
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Dealer Manager, will be mailed, delivered or telegraphed and confirmed to UBS Securities LLC , 299 Park Avenue, New York, New York 10171-0026, Attn: Syndicate Department and, if to the Fund or the Investment Adviser, shall be sufficient in all respects if delivered
_____________
UBS SECURITIES LLC – Name:
Title:
IMPULSORA DEL FONDO MXICO, S.A. DE
C.V.
By:
Name:
Title:
41
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
UBS SECURITIES LLC
By:
Name:
Title:
By:
Name:
Title:
42
Exhibit A
THE MEXICO FUND, INC.
[ ] Shares of Common Stock
Issuable Upon Exercise of Transferable Rights
to Subscribe for Such Shares
SELLING
_____________
UBS Securities LLC – 42
Exhibit A
THE MEXICO FUND, INC.
[ ] Shares of Common Stock
Issuable Upon Exercise of Transferable Rights
to Subscribe for Such Shares
SELLING GROUP AGREEMENT
New York, New York
[ ], 2004
UBS Securities LLC
299 Park Avenue
New York, New York 10171-0026
Ladies and Gentlemen:
We understand that The Mexico Fund, Inc., a Maryland corporation (the Fund), proposes to issue to holders
_____________
dt 1599819
;
|
Dechert
As referenced in this Dealer Manager Agreement:
Dechert – 6, 1989 between the Fund and American Stock Transfer & Trust Company (the Transfer Agency Agreement); and the Service Agreement dated as of June 22, 2001 between the Fund and Dechert LLP (the Service Agreement) (collectively, all the foregoing are referred to herein as the Fund Agreements), has been duly authorized, executed and delivered by the Fund; each of the Fund
_____________
Dechert – or otherwise).
b.
On the Representation Date and the Expiration Date, the Dealer Manager shall have received:
i.
The favorable opinions, dated the Representation Date and the Expiration Date, of Dechert LLP, counsel for the Fund, in form and substance satisfactory to counsel for the Dealer Manager, to the effect that:
(1)
The Fund has been duly incorporated and is validly
_____________
Dechert – as to matters of the
28
Investment Company Act, the Investment Advisers Act, the Securities Act of 1933 and the rules and regulations under such Acts, on the opinion of Dechert LLP pursuant to Section 6.b.i. of this Agreement, and as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Investment
_____________
dt 1661084
;
Skadden
As referenced in this Dealer Manager Agreement:
Skadden, Arps – to the financial statements, schedules or other financial or statistical data included or incorporated by reference in the Registration Statement, Prospectus).
29
c.
The Dealer Manager shall have received from Skadden, Arps , Slate, Meagher & Flom LLP, counsel for the Dealer Manager, such opinion or opinions, dated the Representation Date and the Expiration Date, with respect to the Offer, the Registration
_____________
dt 1602049
;
Venable
As referenced in this Dealer Manager Agreement:
Venable – and Taxation fairly present the information disclosed therein in all material respects.
In rendering such opinion, such counsel may rely as to matters of Maryland law on the opinion of Venable LLP and as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Fund and public officials.
Such counsel shall also have stated
_____________
Venable – rendering such opinion, such counsel has relied as to matters of Maryland law, with the Dealer Managers consent and without making any investigation with respect thereto, on the opinion of Venable LLP, and as to matters of the
28
Investment Company Act, the Investment Advisers Act, the Securities Act of 1933 and the rules and regulations under such Acts, on the
_____________
dt 1599462
|
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Dealer Manager Agreement [Form]
Dealer Manager Agreement [Form] (66K)
Doc #126480: Click preview link for longer preview.
FORM OF
ORION MULTIFAMILY INVESTMENT FUND INC.
20,000,000 SHARES
OF COMMON STOCK
$.01 PAR VALUE PER SHARE
DEALER MANAGER AGREEMENT
July __, 2003
Related Equities Corporation
625 Madison Avenue
New York, NY 10022
Ladies/Gentlemen:
Orion Multifamily Investment Fund, Inc. (the "Company"), a Maryland
corporation, intends to qualify as a real estate investment trust (a "REIT")
under federal income tax laws. The Company was formed on June 24, 2003, and is
governed by the By-Laws (the "By-Laws") and the Articles of Incorporation, (the
"Articles") in the form included as Exhibits to the Registration Statement, as
described in Section 1(a) hereof (such By-Laws and Articles being hereinafter
referred to as the "Organizational Documents"). The advisor to the Company is
Orion Multifamily LLC, a Delaware limited liability company (the "Advisor").
Unless otherwise defined, capitalized terms used herein shall have the same
meaning as in the Registration Statement on Form S-11.
The Company is offering (i) on a "best efforts" basis up to 20,000,000
shares of common stock, $.0l par value per share (the "Shares") for a purchase
price of $10.00 per Share with a minimum initial investment of $1000, (ii) up to
4,000,000 Shares for a purchase price of $9.50 per Share for issuance through
the Company's Distribution Reinvestment Program, (iii) 600,000 warrants, which
may be issued to you or to Soliciting Dealers (as defined below) (the
"Warrants") and the 600,000 Shares issuable on exercise of the Warrants, and
(iv) at the Company's sole discretion up to an additional 10,000,000 Shares on a
"best efforts" basis for a purchase price of $10.00 per Share if there are
subscriptions for more than the 20,000,000 Shares set forth in (i) all upon the
other terms and conditions set forth in the Prospectus, as described in Section
1(a) hereof. The subscribers, each of whom will be required to enter into a
subscription agreement substantially similar to the form of Subscription
Agreement (the "Subscription Agreement") attached as Appendix C to the
Prospectus, will, upon acceptance of their
126480
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Proskauer Rose
As referenced in this Dealer Manager Agreement [Form]:
Proskauer Rose – filed.
4
{PAGE}
(h) FEDERAL INCOME TAX LAWS. The Corporation has obtained an
opinion of Proskauer Rose LLP stating that, under existing federal
income tax laws and regulations, assuming the Company
dt 33309
;
Related Equities Corporation;
| Orion Multifamily Investment Fund Inc.
|
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Dealer Manager Agreement
Dealer Manager Agreement (31K)
Doc #130339: Click preview link for longer preview.
DEALER MANAGER AGREEMENT
THIS AGREEMENT, dated as of ___________, 2003, 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
1,000,000 units (the "Units") in COMMONWEALTH INCOME & GROWTH FUND V, a
Pennsylvania limited partnership ("the Limited Partnership") to the public
pursuant to a public offering;
WHEREAS, the Dealer Manager is registered with the National Association of
Securities Dealers, Inc. as a broker dealer, and is presently or, prior to any
offers or sales of Units, will be licensed in all fifty states of the United
States, the District of Columbia, and the Commonwealth of Puerto Rico as a
broker dealer qualified to offer and sell to the public securities of the type
represented by the Units; and
WHEREAS, the Company desires to retain the Dealer Manager to use its best
efforts to sell the Units and to manage the sale by others of the Units, and the
Dealer Manager is willing and desires to serve as the Dealer Manager for the
Company for the sale of the Units upon the terms and conditions set forth in
this Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Company and the Dealer
Manager agree as follows:
SECTION 1
DEFINITIONS
Whenever used in this agreement, the following terms shall have the
following specified meanings.
1.1 "NASD" means the National Association of Securities Dealers, Inc.
1.2 "Offering" means the offering of up to 1,000,000 Units of the Limited
Partnership to the public pursuant to the terms and conditions of the
Registration Statement.
1.3 "Offering Period" means the period commencing on the effective date of
the Registration Statement and ending on the earliest of the following: (i) the
later of one year after the initial date of the Prospectus or, at the Company's
election, two years after the initial date of the Prospectus; or (ii) one year
after the initial date of the Prospectus, if subscriptions for fewer than 57,500
Units are received and accepted within such one year period.
1.4 "Participating Brokers" means those broker-dealers engaged by the Dealer
Manager to participate in the Offering pursuant to Paragraph 3.2
1.5 "Prospectus" means the final prospectus included in the Registration
Statement, pursuant to which the Company will offer Units to the public, as the
same may be amended or supplemented from time to time after the effective date
of the Registration Statement.
1.6 "Registration Statement" means the registration statement pursuant to
which the Company has registered the Units with the SEC as provided in the
Securities Act of 1933, as amended, as such registration statement may be
amended or supplemented from time to time.
1.7 "SEC" means the Securities and Exchange Commission.
130339
| Commonwealth Income & Growth Fund
| |
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Dealer Manager Agreement
Dealer Manager Agreement (106K)
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DEALER MANAGER AGREEMENT
April 10, 2003
Citigroup Global Markets Inc.
(formerly, Salomon Smith Barney Inc.)
390 Greenwich Street, 4th Floor
New York, NY 10013
Ladies and Gentlemen:
WHEREAS, the Republica Oriental del Uruguay (the "Republic") entered into an engagement letter (the "Engagement Letter") dated February 13, 2003, with Salomon Smith Barney Inc., now Citigroup Global Markets Inc. (the "Global Coordinator"), to advise the Republic in connection with the development and execution of a comprehensive and voluntary debt re-profiling strategy for the Republic's public debt obligations both on a domestic and external basis.
WHEREAS, pursuant to Section 2 of the Engagement Letter, the obligation of the Global Coordinator to participate in any debt exchanges is sublect to the completion of a due diligence investigation that is satisfactory to the Global Coordinator in all respects, the preparation of a preliminary prospectus and a final prospectus containing customary and appropriate disclosure about the Republic and the new securities created as a result of the exchange and the execution of a Dealer Manager Agreement.
WHEREAS, the Republic has made public its intention to proceed with the voluntary debt re-profiling by making the offer described below.
Now, it is hereby agreed:
1. Offer. Pursuant to Section 2 of the Engagement Letter, the Republic, acting through Banco Central del Uruguay (Banco Central) as its financial agent, plans to offer to exchange outstanding U.S. Dollar-denominated 7.875% Bonds due 2003, Euro-denominated 7.00% Notes due 2005, U.S. dollar-denominated New Money Notes due 2006, U.S. dollar-denominated 8.375% Bonds due 2006, U.S. dollar-denominated Debt Conversion Notes due 2007, GBP sterling-denominated Debt Conversion Notes due 2007, U.S. dollar-denominated Convertible Floating Rate Notes due 2007, Chilean peso-denominated 7.00% (UF) Notes due 2007, U.S. Dollar-denominated 7.00% Bonds due 2008, U.S. dollar-denominated 7.875% Bonds due 2009, U.S. Dollar-denominated 7.25% Bonds due 2009, U.S. Dollar-denominated 8.75% Bonds due 2010, Chilean peso-denominated 6.375% (UF) Notes due 2011, Euro-denominated 7.00% Notes due 2011, U.S. dollar-denominated 7.625% Bonds due 2012, U.S. dollar-denominated Collateralized Fixed Rate Notes Series A due 2021, U.S. dollar-denominated Collateralized Fixed Rate Notes Series B due 2021 and U.S. dollar-denominated 7.875% Bonds due 2027 (hereinafter collectively referred to as the Eligible Bonds) for a Maturity Extension Alternative or a Benchmark Bond Alternative, involving the issuance of one or more Maturity Extension Bonds and/or Benchmark Bonds (as defined on the Prospectus Supplement and hereinafter collectively referred to as the New Bonds) (the Offer), on the terms and subject to the conditions set forth in the Prospectus Supplement (as defined below in Section 8(a)) and the related letter of transmittal (the Letter of Transmittal which, together with the Base Prospectus (as defined in Section 8(a) below) and the Prospectus Supplement, constitute the Offer Materials). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Prospectus Supplement.
2. Appointment as Dealer Manager. The Republic hereby appoints you as exclusive Dealer Manager in connection with the Offer, and authorizes you to act as such on its behalf, in accordance with this Agreement and the Offer, including pursuant to your obligations as Dealer Manager as set forth in this Section 2. Subject to the terms of this Agreement and the Offer Materials, you agree to (a) use your best efforts to solicit tenders of Eligible Bonds pursuant to the Offer (the Tenders), (b) communicate with brokers, dealers, commercial banks and trust companies with respect to the Offer and (c) perform the duties assigned to you in the Offer
161402
|
Citibank
As referenced in this Dealer Manager Agreement:
Citibank, N.A. – the Domestic Offer in the event that the Domestic Offer is not consummated.
7. Exchange Agents; Securityholder Lists. (a) The Republic will appoint Citibank, N.A. to serve as exchange agent and Dexia Banque Internationale Luxembourg to serve as Luxembourg exchange agent (hereinafter collectively referred to as the
_____________
dt 146018
;
BNY
As referenced in this Dealer Manager Agreement:
Bank of New York, – the Indenture (the Indenture), to be entered into by and between the Republic and The Bank of New York, as Trustee (the Trustee), under which they are to be issued; prior to the
Bank of New York, – indenture, (the Indenture) among the Republic, Banco Central, as the Republics financial agent, and The Bank of New York, as trustee (the Trustee), the form of which was filed together with the Registration
Bank of New York, – to an indenture among the Republic, Banco Central, as the Republics financial agent, and The Bank of New York, as trustee, the form of which was filed together with the Registration Statement referred
dt 42082
;
Citigroup Global
As referenced in this Dealer Manager Agreement:
Citigroup Global Markets – EXECUTED DEALER MANAGER AGREEMENT
EX-99.I.1 3 e84311paexv99wiw1.htm EXECUTED DEALER MANAGER AGREEMENT
EXECUTION COPY
DEALER MANAGER AGREEMENT
April 10, 2003
Citigroup Global Markets Inc.
(formerly, Salomon Smith Barney Inc.)
390 Greenwich Street, 4th Floor
New York, NY 10013
Ladies and Gentlemen:
WHEREAS, the Republica Oriental del
_____________
Citigroup Global Markets – Oriental del Uruguay (the "Republic") entered into an engagement letter (the "Engagement Letter") dated February 13, 2003, with Salomon Smith Barney Inc., now Citigroup Global Markets Inc. (the "Global Coordinator"), to advise the Republic in connection with the development and execution of a comprehensive and voluntary debt re-profiling
_____________
Citigroup Global Markets – been duly given if delivered personally or sent by mail or facsimile transmission, to the parties hereto as follows:
(a)
If to you:
Citigroup Global Markets Inc.
390 Greenwich Street, 4th Floor
New York, NY 10013
Attention: Liability Management Department
Facsimile No.: (212) 723-8672
(b)
If to the
_____________
CITIGROUP GLOBAL MARKETS – yours,
REPUBLICA ORIENTAL DEL URUGUAY
By: /s/ Alejandro Atchugarry
Name:
Title:
By:
Name:
Title:
Accepted as of the date first set forth above:
CITIGROUP GLOBAL MARKETS INC
By: /s/ Nazareth A. Festekjian
Name: Nazareth A. Festekjian
Title: Managing Director
21
SCHEDULE I
List of Jurisdictions
(Pursuant to Section 4(
_____________
Citigroup Global Markets – to Banco Central has been included on the authority of Banco Central.
A-II-3
ANNEX III
OPINION OF CLEARY GOTTLIEB
April [ ], 2003
Citigroup Global Markets Inc.
390 Greenwich Street
New York, NY 10013
Ladies and Gentlemen:
We have acted as special New York counsel to Repblica Oriental del
_____________
dt 107607
;
|
Salomon
As referenced in this Dealer Manager Agreement:
Salomon Smith Barney – 99.I.1 3 e84311paexv99wiw1.htm EXECUTED DEALER MANAGER AGREEMENT
EXECUTION COPY
DEALER MANAGER AGREEMENT
April 10, 2003
Citigroup Global Markets Inc.
(formerly, Salomon Smith Barney Inc.)
390 Greenwich Street, 4th Floor
New York, NY 10013
Ladies and Gentlemen:
WHEREAS, the Republica Oriental del Uruguay (the "Republic") entered into
_____________
Salomon Smith Barney – and Gentlemen:
WHEREAS, the Republica Oriental del Uruguay (the "Republic") entered into an engagement letter (the "Engagement Letter") dated February 13, 2003, with Salomon Smith Barney Inc., now Citigroup Global Markets Inc. (the "Global Coordinator"), to advise the Republic in connection with the development and execution of a comprehensive
_____________
dt 87467
;
Smith Barney
As referenced in this Dealer Manager Agreement:
Smith Barney Inc – I.1 3 e84311paexv99wiw1.htm EXECUTED DEALER MANAGER AGREEMENT
EXECUTION COPY
DEALER MANAGER AGREEMENT
April 10, 2003
Citigroup Global Markets Inc.
(formerly, Salomon Smith Barney Inc .)
390 Greenwich Street, 4th Floor
New York, NY 10013
Ladies and Gentlemen:
WHEREAS, the Republica Oriental del Uruguay (the "Republic") entered into
_____________
Smith Barney Inc – Gentlemen:
WHEREAS, the Republica Oriental del Uruguay (the "Republic") entered into an engagement letter (the "Engagement Letter") dated February 13, 2003, with Salomon Smith Barney Inc ., now Citigroup Global Markets Inc. (the "Global Coordinator"), to advise the Republic in connection with the development and execution of a comprehensive
_____________
dt 142779
;
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Dealer Manager Agreement
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DEALER MANAGER AGREEMENT
November 17, 2003
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Dear Sirs:
1. General. PPL Corporation, a Pennsylvania corporation (the Company) plans to make an exchange offer (the Offer) to purchase its outstanding 7 3/4% PEPS Units (the Outstanding PEPS Units), each such PEPS Unit initially consisting of a unit with a stated amount of $25 and comprising (a) a purchase contract (a Purchase Contract) under which (i) the holder of a PEPS Unit will . . .
168968
|
Chase Manhattan
As referenced in this Dealer Manager Agreement:
Chase Manhattan Bank, – the Purchase Contract Agreement (the Purchase Contract Agreement) dated as of May 9, 2001, among the Company and JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as Purchase Contract Agent, on May 18, 2004 (the Settlement Date), for $25 per PEPS Unit, a number of shares of common
_____________
Chase Manhattan Bank, – the extent set forth in the Guarantee Agreement dated as of May 9, 2001 between the Company and JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as trustee, for the benefit of the holders from time to time of the Preferred Securities.
Pursuant to the Offer, the Company
_____________
dt 101882
;
JPMorgan Chase
As referenced in this Dealer Manager Agreement:
JPMorgan Chase – Agreement (the Purchase Contract Agreement) dated as of May 9, 2001, among the Company and JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as Purchase Contract Agent, on May 18, 2004 (the
JPMorgan Chase – forth in the Guarantee Agreement dated as of May 9, 2001 between the Company and JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as trustee, for the benefit of the holders from
JPMorgan Chase – contract agreement (the New Purchase Contract Agreement) to be entered into among the Company and JPMorgan Chase Bank as the Purchase Contract Agent (the New Purchase Contract Agent), Collateral Agent (the New
JPMorgan Chase – a pledge agreement (the New Pledge Agreement) to be entered into between the Company and JPMorgan Chase Bank, as New Collateral Agent, Securities Intermediary (the New Securities Intermediary), New Custodial Agent, and
JPMorgan Chase – Supplemental Indenture No. 5 (as supplemented, the Indenture) among PPL Capital Funding, the Company and JPMorgan Chase Bank, as Indenture Trustee (the Trustee). The Indenture, the New Notes and the New Guarantee
dt 46075
;
Cravath
As referenced in this Dealer Manager Agreement:
Cravath, Swaine – to you:
13
Morgan Stanley & Co. Incorporated
November 17, 2003
(i) an opinion of Cravath, Swaine & Moore LLP, counsel to JPMorgan Chase Bank, as New Purchase Contract Agent, addressed
Cravath, Swaine – such date, in the form set forth in Exhibit C hereto;
(ii) an opinion of Cravath, Swaine & Moore LLP, counsel to JPMorgan Chase Bank, as New Collateral Agent, New Securities
Cravath, Swaine – to any preemptive or similar rights.
B.2-2
EXHIBIT C
Form of Opinion of Cravath, Swaine & Moore LLP,
Counsel to JPMorgan Chase Bank, as New Purchase Contract Agent
(i)
Cravath, Swaine – or other action required in connection therewith.
C-2
EXHIBIT D
Form of Opinion of Cravath, Swaine & Moore LLP
Counsel to JPMorgan Chase Bank, as New Collateral Agent, New Securities
dt 35116
;
|
Simpson Thacher
As referenced in this Dealer Manager Agreement:
Simpson Thacher – to be performed or satisfied hereunder on or before the such date;
(ii) opinions of Simpson Thacher & Bartlett LLP, counsel for the Company, in the forms set forth in Exhibit
Simpson Thacher – STANLEY & CO.
INCORPORATED
By:
Name:
Title:
EXHIBIT A.1.A
Form of Opinion of Simpson Thacher & Bartlett LLP
1. The New PEPS Units and the New PEPS Agreements have
Simpson Thacher – delivered.
A.1.A-4
EXHIBIT A.1.B
Form of Negative Assurance Letter of Simpson Thacher & Bartlett LLP
Nothing has come to such counsels attention that causes such counsel
Simpson Thacher – in the Prospectus.
A.1.B-1
EXHIBIT A.2.A
Form of Opinion of Simpson Thacher & Bartlett LLP
1. The New PEPS Units and the New Purchase Contracts have
Simpson Thacher – Agreement.
A.2.A-4
EXHIBIT A.2.B
Form of Negative Assurance Letter of Simpson Thacher & Bartlett LLP
Nothing has come to such counsels attention that causes such counsel
dt 34045
;
PPL Corp.
|
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Dealer Manager Agreement
Dealer Manager Agreement (105K)
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DEALER MANAGER AGREEMENT
August 27, 2003
U.S. BANCORP PIPER JAFFRAY INC.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
Ladies/Gentlemen:
1. General. TranSwitch Corporation, a Delaware corporation (the Company), proposes to offer to exchange $114,113,000 aggregate principal amount of its outstanding 4 1/2% Convertible Existing Notes due 2005 (the Existing Notes) that are convertible into common stock, par value $0.001 per share, (the Shares) of the Company for $94,143,000 aggregate principal amount of 5.45% Convertible Plus Cash NotesSM due September 30, 2007 (the Plus Cash Notes). The Plus Cash Notes issued in the Exchange Offer are to be issued pursuant to an Indenture, dated as of September 30, 2003, as amended or modified from time to time (the Indenture), between the Company and U.S. Bank National Association, as Trustee (the Trustee). Capitalized terms used herein without definition shall have their respective meanings set forth in or pursuant to the Exchange Offer Materials (as defined herein).
2. Engagement as Dealer Manager. By this Dealer Manager Agreement (the Agreement), the Company hereby engages and appoints you as the exclusive Dealer Manager for the Exchange Offer and authorizes you to act as such in connection with the Exchange Offer.
As Dealer Manager you agree, in accordance with your customary practice, to use reasonable efforts to perform in connection with the Exchange Offer those services as are customarily performed by investment banking concerns in connection with similar offers, including, without limitation, soliciting from individuals and institutions the tender of the Existing Notes pursuant to and in accordance with the terms and conditions of the Exchange Offer. You shall act as an independent contractor in connection with the Exchange Offer with duties solely to the Company, and nothing herein contained shall constitute you as an agent of the Company in connection with the solicitation of the tender of Existing Notes pursuant to and in accordance with the terms and conditions of the Exchange Offer; provided, however, that the Company hereby authorizes the Dealer Manager and/or one or more registered brokers or dealers chosen by the Dealer Manager, to act as the Companys agent in making the Exchange Offer to residents of any jurisdiction in which such agent designation may be necessary to comply with applicable law. Nothing in this Agreement shall constitute the Dealer Manager a partner or joint venturer with the Company or any of its subsidiaries. On the basis of the representations and warranties and agreements of the Company contained herein and subject to and in accordance with the terms and conditions hereof and of the Exchange Offer, the Dealer Manager agrees to act in such capacity.
3. Registration Statement, Prospectus and Offering Materials.
(a) The Company has prepared and filed with the Securities and Exchange Commission (the Commission), under the Securities Act of 1933, as amended (the Securities Act), the Trust Indenture Act of 1939, as amended (the TIA), and applicable rules and regulations (the Rules and Regulations) of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the Exchange Act), a registration statement on Form S-4 (File No. 333-105330) and the amendments thereto, including a Prospectus, covering the registration of the offer and sale of the Plus Cash Notes in the Exchange Offer; the Shares issuable upon conversion of the Plus Cash Notes issued in the Exchange Offer; the Shares that may be issued solely at the Companys option as payment of interest on the Plus Cash Notes issued in the Exchange Offer; and the Shares issuable solely at the Companys option as payment of the Plus Cash amount. The term Registration Statement as used in this Agreement shall mean such registration statement, including financial statements, schedules and exhibits, in the form in which it becomes effective and, in the event of any amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term Prospectus as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised Prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations), the term Prospectus shall refer to such revised Prospectus from and after the time it is first provided to you for such use. Any reference to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 13 of Form S-4 under the Securities Act, as of the date of the Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the Exchange Act) and the Rules and Regulations of the Commission thereunder, which, upon filing, are incorporated by reference therein, as required by Item 11 of Form S-4. As used in this Agreement, the term Incorporated Documents means the documents which at the time are incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplement thereto. The terms supplement and amendment or supplemented and amended as used herein with respect to the Prospectus shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission pursuant to the Exchange Act and the Rules and Regulations of the Commission thereunder.
(b) The Company has prepared and filed, or agrees that prior to or on the date of commencement of the Exchange Offer (the Commencement Date) it will file, with the
168969
|
U.S. Bancorp
As referenced in this Dealer Manager Agreement:
U.S. BANCORP –
DEALER MANAGER AGREEMENT
EX-10.1 4 dex101.htm DEALER MANAGER AGREEMENT
Exhibit 10.1
DEALER MANAGER AGREEMENT
August 27, 2003
U.S. BANCORP PIPER JAFFRAY INC.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
Ladies/Gentlemen:
1. General. TranSwitch Corporation, a Delaware corporation (the Company), proposes to offer to exchange $114,
_____________
U.S. Bancorp – offer of additional Plus Cash Notes for cash (the New Money Offering) pursuant to the terms of a placement agreement, dated as of the date hereof, between the Company and U.S. Bancorp Piper Jaffray Inc.
(d) The Company authorizes the Dealer Manager to use the Exchange Offer Materials in connection with the Exchange Offer for such period of time as any such
_____________
U.S. Bancorp – be liable for the expenses of more than one separate counsel (together with local counsel), approved by the indemnifying party (the Company in the case of Section 11(a) and U.S. Bancorp Piper Jaffray Inc. in the case of Section 11(b)), representing the indemnified parties who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory
_____________
U.S. Bancorp – hereunder, except as herein otherwise specifically provided, shall be in writing and if sent to you shall be mailed, delivered, or telecopied (and confirmed by letter) to you c/o U.S. Bancorp Piper Jaffray Inc., 800 Nicollet Mall, Suite 800, Minneapolis, MN 55402-7020 telecopier number (612-303-1772), Attention: General Counsels Department; if sent to the Company, such notice shall be
_____________
U.S. BANCORP – truly yours,
TRANSWITCH CORPORATION
By
/s/ Peter J. Tallian
Name: Peter J. Tallian
Title: Senior Vice-President, Chief Financial Officer and Treasurer
Accepted as of the date first above written:
U.S. BANCORP PIPER JAFFRAY INC.
By:
/s/ Brendan C. Dyson
Name: Brendan C. Dyson
Title: Managing Director
24
Schedule A
Persons Subject to Lock-Up
Dr. Santanu Das
Mr. Alfred F. Boschulte
_____________
dt 1442414
;
U.S. Bancorp
As referenced in this Dealer Manager Agreement:
U.S. BANCORP PIPER JAFFRAY –
DEALER MANAGER AGREEMENT
EX-10.1 4 dex101.htm DEALER MANAGER AGREEMENT
Exhibit 10.1
DEALER MANAGER AGREEMENT
August 27, 2003
U.S. BANCORP PIPER JAFFRAY INC.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
Ladies/Gentlemen:
1. General. TranSwitch Corporation, a Delaware corporation (the Company), proposes
_____________
U.S. Bancorp Piper Jaffray – cash (the New Money Offering) pursuant to the terms of a placement agreement, dated as of the date hereof, between the Company and U.S. Bancorp Piper Jaffray Inc.
(d) The Company authorizes the Dealer Manager to use the Exchange Offer Materials in connection with the Exchange Offer for such period
_____________
U.S. Bancorp Piper Jaffray – than one separate counsel (together with local counsel), approved by the indemnifying party (the Company in the case of Section 11(a) and U.S. Bancorp Piper Jaffray Inc. in the case of Section 11(b)), representing the indemnified parties who are parties to such action), (ii) the indemnifying party shall
_____________
U.S. Bancorp Piper Jaffray – shall be in writing and if sent to you shall be mailed, delivered, or telecopied (and confirmed by letter) to you c/o U.S. Bancorp Piper Jaffray Inc., 800 Nicollet Mall, Suite 800, Minneapolis, MN 55402-7020 telecopier number (612-303-1772), Attention: General Counsels Department; if sent to the
_____________
U.S. BANCORP PIPER JAFFRAY – J. Tallian
Name: Peter J. Tallian
Title: Senior Vice-President, Chief Financial Officer and Treasurer
Accepted as of the date first above written:
U.S. BANCORP PIPER JAFFRAY INC.
By:
/s/ Brendan C. Dyson
Name: Brendan C. Dyson
Title: Managing Director
24
Schedule A
Persons Subject to Lock-Up
Dr. Santanu
_____________
dt 152867
;
U.S. Bank, NA
As referenced in this Dealer Manager Agreement:
U.S. Bank National Association, – to an Indenture, dated as of September 30, 2003, 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 – facilitate the distribution of the Plus Cash Notes.
12
(z) 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 187911
;
|
Testa Hurwitz
As referenced in this Dealer Manager Agreement:
Testa, Hurwitz – not limited to road show presentations, if any, and (xi) the fees and disbursements of Testa, Hurwitz & Thibeault, LLP, counsel to the Company, and KPMG LLP, auditors to the Company.
Testa, Hurwitz – matters referred to in this Section.
16
(d) You shall have received the opinion of Testa, Hurwitz & Thibeault, LLP, counsel for the Company, dated the Closing Date, addressed to you,
Testa, Hurwitz – Corporation, 3 Enterprise Drive, Shelton CT 06484, Attention: Peter J. Tallian, with a copy to Testa, Hurwitz & Thibeault, LLP, 125 High Street, Boston, MA 02110, Attention: Timothy C. Maguire.
15.
Testa, Hurwitz – trustee, or on behalf of an entity)
Date:
Exhibit B-1
Form of opinion of Testa, Hurwitz & Thibeault, LLP
to be delivered pursuant to Section 10(d)
(1) The Company
dt 31637
;
Transwitch Corp.
|
Preview
Full Doc
| 2003 |
Dealer Manager Agreement
Dealer Manager Agreement (113K)
Doc #170095: Click preview link for longer preview.
DEALER MANAGER AGREEMENT
November 19, 2003
UBS Securities LLC
677 Washington Boulevard
Stamford, CT 06901
Ladies and Gentlemen:
1. Invitation. The Republic of Colombia (the "Republic" or "Colombia")
plans to make an invitation (the "Invitation") to owners of its outstanding
9.75% Puttable or Mandatorily Exchangeable Bonds due 2009 (the "Old Bonds") to
submit, in a modified Dutch auction, offers to exchange up to U.S.$250 million
of Old Bonds for new 9.75% Bonds due 2009 (the "New Bonds") and a U.S. dollar
amount of cash on the terms and subject to the conditions set forth in the
Prospectus Supplement (as defined in Section 9(a) hereof), the Basic Prospectus
(as defined in Section 9(a) hereof) and the related letter of transmittal (the
"Letter of Transmittal"). The New Bonds will be issued under a fiscal agency
agreement, dated September 28, 1994 (the "Fiscal Agency Agreement") between
Colombia and the fiscal agent named therein (the "Fiscal Agent"). Capitalized
terms used herein but not otherwise defined shall have the meanings ascribed to
them in the Prospectus Supplement.
2. Appointment as Dealer Manager. Colombia hereby appoints UBS Securities
LLC (the "Dealer Manager") as exclusive Dealer Manager in connection with this
Agreement and the Invitation and authorizes you to act as such on its behalf in
accordance with this Agreement and the terms of the Invitation. Colombia has
approved the Invitation Material (as defined in Section 4(a) hereof) and
authorizes you and your affiliates to use the Invitation Material in connection
with the solicitation of offers for New Bonds pursuant to the Invitation. You
agree to (i) use your reasonable best efforts to solicit offers pursuant to the
Invitation and communicate with brokers, dealers, commercial banks and trust
companies with respect to the Invitation and (ii) perform the duties ascribed to
you in the Invitation Material.
3. No Liability for Acts of Dealers, Commercial Banks and Trust Companies.
The Dealer Manager shall not have any liability (in tort, contract or otherwise)
to Colombia or any other person asserting claims on behalf of or in right of
Colombia for any act or omission on the part of any broker or dealer in
securities (each, a "Dealer") (other than the Dealer Manager) or any commercial
bank or trust company that solicits offers. Further, the Dealer Manager shall
not have any liability (in tort, contract or otherwise) to Colombia or any other
person asserting claims on behalf of or in right of Colombia for any losses,
claims, damages or liabilities arising in connection with the Invitation
(including, without limitation, the operation and maintenance of the Information
Website (as defined in Section 4(a) hereof) by the Dealer Manager), except for
any such losses, claims, damages or liabilities incurred by Colombia or any
other person asserting claims on behalf of or in right of Colombia that are
attributable to the Dealer Manager's own bad faith, gross negligence or willful
misconduct in performing the services that are the subject of this Agreement. In
soliciting or obtaining offers, you, as Dealer Manager, shall act as an
independent contractor, and no Dealer, commercial bank or trust company is to be
deemed to be acting as your agent or the agent of Colombia, and you, as Dealer
Manager, are not to be deemed the agent of Colombia, any Dealer, commercial bank
or trust company or any other person.
4. The Invitation Material. (a) Colombia authorizes the Dealer Manager to
operate and maintain an internet website (an "Information Website") in
connection with the Invitation. As of the date hereof, the Dealer Manager has
established an Information Website, which can be accessed through the "uniform
resource locator" or "URL" of UBS Securities LLC at
http://www.ubs.com/colombia-exchange. The Dealer Manager represents and agrees
that it has the requisite experience and technical expertise to operate and
maintain the Information Website, and that it will use its reasonable efforts to
maintain the security and integrity of the Information Website and the
Invitation Material as displayed thereon. Colombia further authorizes the Dealer
Manager to display on the Information Website the Prospectus Supplement, the
Basic Prospectus, the Form 18-K (as defined in Section 9(a) hereof), and the
Letter of Transmittal, the letter to banks and brokers, the letter to clients,
each as previously reviewed and approved by Colombia, and press releases with
respect to the Invitation as previously reviewed and approved by Colombia, which
approval shall not be unreasonably withheld (collectively, and including any
amendments or supplements thereto provided by or on behalf of Colombia in
accordance with this Agreement, the "Invitation Material"). Invitation Material
displayed on the Information Website shall be displayed in electronic portable
document format (pdf) and shall not be amended or otherwise altered in any way
without the prior consent of Colombia. Colombia further authorizes the Dealer
Manager to print and distribute as necessary the Invitation Material. Colombia
and the Dealer Manager expressly agree that all duly completed Letters of
Transmittal shall either (i) be electronically transmitted through the ATOP
system provided by The Depositary Trust Company ("DTC") or (ii) in the case of
holders in Luxembourg or holders of definitive, certificated Old Bonds, be
transmitted by facsimile, courier or hand delivery, in each case pursuant to the
procedures described in the Invitation Material. Colombia further agrees to
furnish to you (in New York City) as many copies as you may reasonably request
of the Invitation Material and shall cause to be mailed to each registered
holder of any Old Bonds upon its request therefor a reasonable number of copies
of the Invitation Material. Thereafter, to the extent practicable until the
Expiration Date (as defined in the Invitation Material), Colombia shall use its
best efforts to cause copies of the Invitation Material to be mailed to each
person who becomes a holder of record of any Old Bond upon its request therefor.
(b) Colombia shall not amend or supplement the Invitation Material, or
prepare or approve any other external offering material for use in connection
with the Invitation, without the Dealer Manager's consent, which consent shall
not be unreasonably withheld. You shall not prepare or approve any other
external offering material for use in connection with the Invitation without
Colombia's consent, which consent shall not be unreasonably withheld. Colombia
agrees that, a reasonable time prior to using or filing with the United States
Securities and Exchange Commission (the "Commission") or with any other federal
or other governmental securities and exchange agency, authority or
instrumentality, domestic or foreign ("Other Agency") any Invitation Material
(whether preliminary or otherwise), Colombia will submit copies of such material
to the Dealer Manager for its approval, which approval shall not be unreasonably
withheld.
(c) Colombia will advise you promptly of (i) the occurrence of any event
which could cause Colombia to withdraw or terminate the Invitation, (ii) any
requirement to amend or supplement any Invitation Material, (iii) any litigation
or administrative or governmental action with respect to the Invitation and (iv)
any other information relating to the Invitation which you may from time to time
reasonably request in the performance of your duties hereunder. Colombia shall
have complete authority to, and in its discretion may, terminate the Invitation
at any time on or prior to the close of business on the first business day
following the Expiration Date; provided, that, once Colombia announces its
acceptance of offers as set forth in the Prospectus Supplement, Colombia's
acceptance will be irrevocable. You will promptly inform Colombia of any
litigation or administrative or governmental action with respect to the
Invitation of which you become aware.
(d) Colombia proposes to file with the Commission, within the time period
prescribed by the United States Securities Act of 1933, as amended (the "Act"),
as part of registration statement No. 333-109215 or pursuant to Rule 424(b)
under the Act a supplement to the form of prospectus included in such
registration statement relating to the New Bonds and the Invitation and has
previously advised you of all further information (financial, statistical and
other), if any, with respect to Colombia to be set forth therein. Colombia will
advise the Dealer Manager, promptly after it receives notice thereof, (i) when
the Prospectus (as defined in Section 9(a) hereof) or any amendment or
supplement to the Prospectus shall have been filed with the Commission, (ii)
when any amendment to the Registration Statement (as defined in Section 9(a)
hereof) shall have become effective, (iii) of any request (and, if in writing,
will furnish the Dealer Manager a copy thereof) by the Commission for any
amendment of the Registration Statement, or any amendment of or any supplement
to the Prospectus or for any additional information, (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or preventing or suspending the use of the Prospectus or any amendment
or supplement thereto or the institution or threatening of any proceeding for
such purpose and (v) of the receipt by Colombia of any notification with respect
to the suspension of the qualification of the New Bonds for offer and delivery
pursuant to the Invitation in any jurisdiction or the initiation or threatening
of any proceeding for such purpose. In the event of the issuance of any stop
order or of any order preventing or suspending the effectiveness of the
Registration Statement, preventing or suspending the use of the Prospectus or
any amendment or supplement thereto or suspending any such qualification,
Colombia will promptly use its best efforts to obtain the withdrawal of such
order. Colombia will promptly from time to time during, and following the
Expiration Date of, the Invitation, take such action as the Dealer Manager may
reasonably request to qualify the Invitation and the New Bonds for offering and
sale under the securities laws of such jurisdictions in the United States of
America and the countries listed in Annex I to this Agreement as the Dealer
Manager may reasonably request and to comply with such laws so as to permit the
continuance of the Invitation and sales and dealings in the New Bonds in such
jurisdictions for as long as may be necessary to complete the Invitation and the
distribution of the New Bonds; provided, that, in connection therewith Colombia
shall not be required to file a general consent to service of process in any
jurisdiction. With respect to the jurisdictions identified in Annex I to this
Agreement, each of Colombia and the Dealer Manager shall take reasonably
available actions to permit the continuance of the Invitation and the
distribution of the New Bonds on the terms and conditions contemplated by the
Prospectus Supplement; provided, that, if either Colombia or the Dealer Manager
believe that the cost or burden of any such actions make them unreasonable,
Colombia and the Dealer Manager shall consult in good faith with a view to
restructuring the conduct of the Invitation and the distribution of the New
Bonds in such jurisdiction in such a way that permits, to the extent possible,
the continuance of the Invitation and the distribution of the New Bonds in such
jurisdiction.
170095
|
JPMorgan Chase
As referenced in this Dealer Manager Agreement:
JPMorgan Chase – making such reimbursement.
8. Exchange Agents; Securityholder Lists; Review of Offers. (a) Colombia
will appoint JPMorgan Chase Bank to serve as exchange agent (the "Exchange
Agent") pursuant to an exchange agent agreement (
dt 46083
;
UBS Securities
As referenced in this Dealer Manager Agreement:
UBS Securities LLC –
{DOCUMENT}
{TYPE}EX-1
{SEQUENCE}3
{FILENAME}repcolombia18ka1-ex1_1209.txt
{TEXT}
EXHIBIT 1
EXECUTION COPY
DEALER MANAGER AGREEMENT
November 19, 2003
UBS Securities LLC
677 Washington Boulevard
Stamford, CT 06901
Ladies and Gentlemen:
1. Invitation. The Republic of Colombia (the "Republic" or "Colombia")
plans to make
_____________
UBS Securities
LLC – but not otherwise defined shall have the meanings ascribed to
them in the Prospectus Supplement.
2. Appointment as Dealer Manager. Colombia hereby appoints UBS Securities
LLC (the "Dealer Manager") as exclusive Dealer Manager in connection with this
Agreement and the Invitation and authorizes you to act as such
_____________
UBS Securities LLC – the date hereof, the Dealer Manager has
established an Information Website, which can be accessed through the "uniform
resource locator" or "URL" of UBS Securities LLC at
http://www.ubs.com/colombia-exchange. The Dealer Manager represents and agrees
that it has the requisite experience and technical expertise
_____________
UBS Securities LLC – been duly given if delivered personally or sent by mail or facsimile
transmission, to the parties hereto as follows:
(a) If to you:
UBS Securities LLC
677 Washington Boulevard
Stamford, Connecticut 06901
Attn: Liability Management Group
Facsimile: (203) 719-1620
(b) If to Colombia:
Ministerio de Hacienda y
_____________
UBS SECURITIES LLC – By: /s/ Alberto Carrasquilla
------------------------
Name: Alberto Carrasquilla
Title: Minister of Finance and
Public Credit
Accepted as of the date
first set forth above:
UBS SECURITIES LLC
By: /s/ Marcelo Delmar
------------------
Name: Marcelo Delmar
Title: Managing Director
Latin America - Debt Capital Markets
By: /s/ Timothy A. Lu
-----------------
Name: Timothy
_____________
dt 106588
;
Cleary Gottlieb
As referenced in this Dealer Manager Agreement:
Cleary, Gottlieb – or obligation enforceable against it.
(e) On the date hereof and on the Settlement Date, Cleary, Gottlieb , Steen
& Hamilton, United States counsel to Colombia, shall have furnished to you their
written
dt 34832
;
|
Shearman
As referenced in this Dealer Manager Agreement:
Shearman & Sterling – the Settlement Date, the Dealer Manager shall
have received the favorable opinion or opinions of Shearman & Sterling LLP,
United States counsel for the Dealer Manager, with respect to such matters as
the
Shearman & Sterling
– counsel may rely
as to all matters of United States law upon the opinion of Shearman & Sterling
LLP referred to above.
(h) Subsequent to the execution and delivery of this Agreement
Shearman & Sterling – whether the transaction contemplated by this Agreement is consummated.
(b) Includes fees and disbursements of Shearman & Sterling LLP, as United
States counsel to the Dealer Manager and Brigard & Urrutia, as
Colombian counsel
dt 33684
;
Republic of Colombia
|
Preview
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| 2003 |
Dealer Manager Agreement [Form]
Dealer Manager Agreement [Form] (91K)
Doc #170097: Click preview link for longer preview.
1838 BOND-DEBENTURE FUND.
1,224,419 Shares of Common Stock
Issuable Upon Exercise of Transferable Rights
to Subscribe for Such Shares of Common Stock
FORM OF DEALER MANAGER AGREEMENT
October __, 2003
Boenning & Scattergood, Inc.
4 Tower Bridge
200 Barr Harbor Drive, Suite 300
West Conshohocken, PA 19428-2979
Ladies and Gentlemen:
1838 Bond-Debenture Fund, a Delaware corporation (the "Company"), confirms its
agreement with and appointment of Boenning & Scattergood, Inc. to act as dealer
manager (the "Dealer Manager") in connection with the issuance by the Company to
the holders of record at the close of business on November __, 2003, or such
other date as is established as the record date for such purpose (each a
"Holder" and collectively the "Holders"), of transferable rights entitling such
Holders to subscribe for 1,234,420 shares (each a "Share" and collectively the
"Shares") of common stock, par value $0.01 per share (the "Common Stock"), of
the Company (the "Offer"). Pursuant to the terms of the Offer, the Company is
issuing each Holder one transferable right (each a "Right" and collectively the
"Rights") for each share of Common Stock held by such Holder on the record date
(the "Record Date") set forth in the Prospectus (as defined herein). Such Rights
entitle Holders to acquire during the subscription period (the "Subscription
Period") set forth in the Prospectus, at the price (the "Subscription Price")
set forth in such Prospectus, one Share for each three Rights exercised on the
terms and conditions set forth in such Prospectus. No fractional shares will be
issued. Any Holder who fully exercises all Rights initially issued to such
Holder will be entitled to subscribe for, subject to allotment, any unsubscribed
Shares (the "Over-Subscription Privilege"). The Company also confirms its
agreement with the Dealer Manager that it will offer to the Dealer Manager any
unsubscribed for Shares after the expiration of the Subscription Period as
provided in this agreement and that the Dealer Manager may, but is under no
obligation to, purchase such Shares and resell such Shares to the public or to
members of a selling group.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form N- 2 (File Nos. 333-108359 and
811-02201) and a related preliminary prospectus and preliminary statement of
additional information for the registration of the Shares under the Securities
Act of 1933, as amended (the "Securities Act"), the Investment Company Act of
1940, as amended (the "Investment Company Act"), and the rules and regulations
of the Commission under the Securities Act and the Investment Company Act (the
"Rules and Regulations"), and has filed such amendments to such registration
statement on Form N-2, if any, and such amended preliminary prospectuses and
preliminary statements of additional information as may have been required to
the date hereof. If the registration statement has not become effective, a
further amendment to such registration statement, including forms of a final
prospectus and final statement of additional information necessary to permit
such registration statement to become effective will promptly be filed by the
Company with the Commission. If the registration statement has become effective
and any prospectus or statement of additional information constituting a part
thereof omits certain information at the time of effectiveness pursuant to Rule
430A of the Rules and Regulations, a final prospectus and final statement of
additional information containing such omitted information will promptly be
filed by the Company with the Commission in accordance with Rule 497(h) of the
Rules and Regulations. The term "Registration Statement" means the registration
statement, as amended (if applicable), at the time it becomes or became
effective, including financial statements and all exhibits and all documents, if
any, incorporated therein by reference, and any information deemed to be
included by Rule 430A. The term "Prospectus" means the final prospectus and
final statement of additional information in the forms filed with the Commission
pursuant to Rule 497(c), (h) or (j) of the Rules and Regulations, as the case
may be, as from time to time amended or supplemented pursuant to the Securities
Act. The Prospectus and letters to beneficial owners of the shares of Common
Stock of the Company, forms used to exercise rights, any letters from the
Company to securities dealers, commercial banks and other nominees and any
newspaper announcements, press releases and other offering materials and
information that the Company may use or approve or authorize in writing for use
in connection with the Offer are collectively referred to hereinafter as the
"Offering Materials".
170097
|
Wachovia Bank
As referenced in this Dealer Manager Agreement [Form]:
Wachovia Bank, – and the Company dated as of
September __, 1999; the Custody Agreement (the "Custodian Agreement") dated as
of _________ between the Company and Wachovia Bank, N.A. (the Subscription Agent
Agreement, Information Agent Agreement, the Advisory Agreement, the Service
Agreement, the Accounting Services Agreement, and the Custodian
_____________
dt 88845
;
Morgan Lewis
As referenced in this Dealer Manager Agreement [Form]:
Morgan, Lewis – of the Investment Adviser and public officials.
(c) The Dealer Manager shall have received from Morgan, Lewis & Bockius
LLP, counsel for the Dealer Manager, such opinion, dated the Representation Date
or
dt 32487
;
Pepper Hamilton
As referenced in this Dealer Manager Agreement [Form]:
Pepper Hamilton – opinion, dated the Representation Date or
the Expiration Date, as the case may be, of Pepper Hamilton LLP,
counsel for the Company, in form and substance satisfactory to counsel
for the
Pepper Hamilton – light of
the circumstances under which they were made, not misleading.
In rendering such opinion, Pepper Hamilton LLP may rely as to matters
of fact, to the extent they deem proper,
Pepper Hamilton – opinion, dated the Representation Date or
the Expiration Date, as the case may be, of Pepper Hamilton LLP,
counsel to 1838 Investment Advisors, LLC in form and substance
satisfactory to counsel
Pepper Hamilton – the Investment Adviser to perform its obligations under the Advisory
Agreement. In rendering such opinion, Pepper Hamilton LLP may rely as to matters
of fact, to the extent such counsel deems
dt 32993
;
| Boenning & Scattergood, Inc.;
1838 Bond Debenture Trading Fund
|