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 | 2002 |
Exchange Agent Agreement
Exchange Agent Agreement (30K)
Doc #351057: Click preview link for longer preview.
_______ __ , 2002
Exchange Agent Agreement
JPMorgan Chase Bank
450 West 33rd Street
15th Floor
New York, NY 10001
Attention: Carol Ng
Ladies and Gentlemen:
Weyerhaeuser Company, a Washington corporation (the "Company"), proposes
to make an offer (the "Exchange Offer") to exchange an aggregate principal
amount of up to $750,000,000 of its 5.95% Notes due 2008 (the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended, for a
like aggregate principal amount of the Company's outstanding 5.95% Notes due
2008 (the "Old Notes"). The terms and conditions of the Exchange Offer as
currently contemplated are set forth in a prospectus dated _______ __, 2002 (the
"Prospectus"). The Old Notes and the Exchange Notes are collectively referred to
herein as the "Notes".
The Company hereby appoints JPMorgan Chase Bank to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to JPMorgan Chase Bank.
The Exchange Offer is expected to be commenced by the Company on or
about December __, 2001. The Letter of Transmittal (the "Letter of
Transmittal") accompanying the Prospectus is to be used by the holders of the
Old Notes to accept the Exchange Offer, and contains instructions with respect
to the delivery of certificates for Old Notes tendered in physical form and
delivery of Old Notes tendered by book-entry transfer.
The Exchange Offer shall expire at 5:00 P.M., New York City time, on
________, 2002 or on such later date and time to which the Company may extend
the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions
set forth in the Prospectus, the Company expressly reserves the right to extend
the Exchange Offer from time to time and may extend the Exchange Offer by giving
oral (promptly confirmed in writing) or written notice to you before 9:00 A.M.,
New York City time, on the business day following the previously scheduled
Expiration Date.
The Company expressly reserves the right, in its sole and absolute
discretion, subject to applicable law, at any time and from time to time:
{PAGE}
(1) to delay the acceptance of the Old Notes for exchange,
(2) to terminate the exchange offer, whether or not any Old Notes
have previously been accepted for exchange, if the Company
determines, in its sole and absolute discretion, that any of the
events or conditions referred to under "The Exchange
Offer--Certain Conditions to the Exchange Offer" in the
Prospectus has occurred or exists or has not been satisfied,
(3) to extend the Expiration Date of the Exchange Offer from time to
time and retain all Old Notes tendered pursuant to the Exchange
Offer, subject, however, to the right of holders of Old Notes to
withdraw their tendered Old Notes as described under "The
Exchange Offer--Withdrawal Rights" in the Prospectus and
(4) to waive any condition or otherwise amend the terms of the
Exchange Offer in any respect.
Without limitation to the foregoing and notwithstanding any other
provisions of the Exchange Offer or any extension of the Exchange Offer, the
Company will not be required to accept for exchange, or to exchange, any Old
Notes for any Exchange Notes and may terminate the Exchange Offer, whether or
not any Old Notes have theretofore been accepted for exchange, or may waive any
conditions to or amend the Exchange Offer, if any of the events or conditions
specified in the Prospectus under the caption "The Exchange Offer -- Certain
Conditions to the Exchange Offer" has occurred or exists or has not been
satisfied. The Company will give oral (promptly confirmed in writing) or written
notice of any amendment, waiver, termination, nonacceptance or delay in
acceptance to you as promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus entitled "The Exchange Offer" and as
specifically set forth herein and in the Letter of Transmittal and such duties
that are necessarily incidental thereto.
2. You will establish an account with respect to the Old Notes at The
Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of
the Exchange Offer within two business days after the date of the Prospectus,
or, if you already have established an account with the Book-Entry Transfer
Facility suitable for the Exchange Offer, you will identify such pre-existing
account to be used in the Exchange Offer, and any financial institution that is
a participant in the Book-Entry Transfer Facility's systems may make book-entry
delivery of the Old Notes by causing the Book-Entry Transfer Facility to
transfer such Old Notes into your account in accordance with the Book-Entry
Transfer Facility's procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Old Notes (or confirmation of book-entry transfer into your
account at the Book-Entry Transfer Facility) and any other documents delivered,
sent by facsimile or mailed to you, and each "agent's message" and "book-entry
351057
|
 JPMorgan Chase
As referenced in this Exchange Agent Agreement:
JPMorgan Chase Bank
– {DOCUMENT}
{TYPE}EX-99.3
{SEQUENCE}10
{FILENAME}v77542orex99-3.txt
{DESCRIPTION}EXHIBIT 99.3
{TEXT}
{PAGE}
Exhibit 99.3
_______ __ , 2002
Exchange Agent Agreement
JPMorgan Chase Bank
450 West 33rd Street
15th Floor
New York, NY 10001
Attention: Carol Ng
Ladies and Gentlemen:
Weyerhaeuser Company, a Washington corporation (the "Company"), proposes
to make an offer (the "
_____________
JPMorgan Chase Bank – set forth in a prospectus dated _______ __, 2002 (the
"Prospectus"). The Old Notes and the Exchange Notes are collectively referred to
herein as the "Notes".
The Company hereby appoints JPMorgan Chase Bank to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to JPMorgan Chase Bank.
The Exchange Offer is expected to
_____________
JPMorgan Chase Bank. – the "Notes".
The Company hereby appoints JPMorgan Chase Bank to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to JPMorgan Chase Bank.
The Exchange Offer is expected to be commenced by the Company on or
about December __, 2001. The Letter of Transmittal (the "Letter of
Transmittal") accompanying the Prospectus is
_____________
JPMorgan Chase Bank
– copy to: Lorrie D. Scott, Esq.
Weyerhaeuser Company
Mail Stop CH2-J28
P.O. Box 9777
Federal Way, Washington 98063-9777
Facsimile: (253) 942-0370
If to the Exchange Agent: JPMorgan Chase Bank
450 West 33rd Street (15th Floor)
New York, New York 10001
Facsimile: (212) 946-8159/8160
Attention: Carol Ng
29. Unless terminated earlier by the parties hereto, this Agreement
_____________
JPMORGAN CHASE BANK
– receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
WEYERHAEUSER COMPANY
By:
--------------------------------------
Name:
Title:
Accepted as of the date first above written:
JPMORGAN CHASE BANK
By:
--------------------------------
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 756797
;
| Carol Ng
|
Preview
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| 2002 |
Exchange Agent Agreement
Exchange Agent Agreement (32K)
Doc #373808: Click preview link for longer preview.
[MELLON LOGO]
MELLON INVESTOR SERVICES
A Mellon Financial Company(SM)
EXCHANGE AGENT AGREEMENT
1
THIS EXCHANGE AGENT AGREEMENT (this "Agreement") between Instinet
Group Incorporated, a Delaware corporation (the "Company") and Mellon Investor
Services LLC., a New Jersey limited liability company ("Mellon"), is dated as
of August 27, 2002.
1. APPOINTMENT.
(a) The Company hereby appoints Mellon to act as exchange agent
with . . .
373808
| |
 Cleary Gottlieb
As referenced in this Exchange Agent Agreement:
Cleary, Gottlieb – may be sent by facsimile, overnight
delivery services, or by certified or registered mail, return receipt requested
to:
If to the Company: with an additional copy to:
Instinet Group Incorporated Cleary, Gottlieb , Steen & Hamilton
3 Times Square One Liberty Plaza
New York, NY 10036 New York, NY 10006
Attn: Paul A. Merolla, Esq. Attn: Yvette P. Teofan, Esq.
Tel: 212-310-
_____________
dt 1007303
|
Preview
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| 2002 |
Exchange Agent Agreement [Form]
Exchange Agent Agreement [Form] (22K)
Doc #378138: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4.2
{SEQUENCE}4
{FILENAME}dex42.txt
{DESCRIPTION}FORM OF EXCHANGE AGENT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.2
, 2002
--------------
Form Of
EXCHANGE AGENT AGREEMENT
------------------------
The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration
Ladies and Gentlemen:
United States Steel Corporation a Delaware corporation (the "Company")
proposes to make an offer (the "Exchange Offer") to exchange all of its
outstanding 10 3/4% Senior Notes due August 1, 2008 (the "Old Securities") for
its 10 3/4% Senior Exchange Notes due August 1, 2008 (the "New Securities"). The
terms and conditions of the Exchange Offer as currently contemplated are set
forth in a prospectus, dated 2002 (the "Prospectus"), proposed to be distributed
to all record holders of the Old Securities. The Old Securities and the New
Securities are collectively referred to herein as the "Securities".
The Company hereby appoints The Bank of New York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company on or about
April __, 2002. The Letter of Transmittal accompanying the Prospectus (or in the
case of book-entry securities, the Automated Tender Offer Program ("ATOP") of
the Book-Entry Transfer Facility (as defined below)) is to be used by the
holders of the Old Securities to accept the Exchange Offer and contains
instructions with respect to the delivery of certificates for Old Securities
tendered in connection therewith.
The Exchange Offer shall expire at 5:00 p.m., New York City time, on
May __, 2002 or on such subsequent date or time to which the Company may extend
the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions
set forth in the Prospectus, the Company expressly reserves the right to extend
the Exchange Offer from time to time and may extend the Exchange Offer by giving
oral (promptly confirmed in writing) or written notice to you before 9:00 a.m.,
New York City time, on the business day following the previously scheduled
Expiration Date.
The Company expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Old Securities not
theretofore accepted for exchange, upon the occurrence of any of the conditions
of the Exchange
{PAGE}
Offer specified in the Prospectus under the caption "Terms of the Exchange." --
The Company will give oral (promptly confirmed in writing) or written notice of
any amendment, termination or nonacceptance to you as promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in accordance
with the following instructions:
1. You will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned ["The Exchange Offer"] or
as specifically set forth herein; provided, however, that in no way will your
-------- -------
general duty to act in good faith be discharged by the foregoing.
2. You will establish a book-entry account with respect to the Old
Securities at The Depository Trust Company (the "Book-Entry Transfer Facility")
for purposes of the Exchange Offer within two business days after the date of
the Prospectus, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of the Old
Securities by causing the Book-Entry Transfer Facility to transfer such Old
Securities into your account in accordance with the Book-Entry Transfer
Facility's procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and certificates
for Old Securities (or confirmation of book-entry transfer into your account at
the Book-Entry Transfer Facility) and any other documents delivered or mailed to
you by or for holders of the Old Securities to ascertain whether: (i) the
Letters of Transmittal and any such other documents are duly executed and
properly completed in accordance with instructions set forth therein; and (ii)
the Old Securities have otherwise been properly tendered. In each case where the
Letter of Transmittal or any other document has been improperly completed or
executed or any of the certificates for Old Securities are not in proper form
378138
| |
BNY
As referenced in this Exchange Agent Agreement [Form]:
Bank of New York
– {DOCUMENT}
{TYPE}EX-4.2
{SEQUENCE}4
{FILENAME}dex42.txt
{DESCRIPTION}FORM OF EXCHANGE AGENT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.2
, 2002
--------------
Form Of
EXCHANGE AGENT AGREEMENT
------------------------
The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration
Ladies and Gentlemen:
United States Steel Corporation a Delaware corporation (the "Company")
proposes to
_____________
Bank of New York – be distributed
to all record holders of the Old Securities. The Old Securities and the New
Securities are collectively referred to herein as the "Securities".
The Company hereby appoints The Bank of New York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is
_____________
Bank of New York. – Company hereby appoints The Bank of New York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company on or about
April __, 2002. The Letter of Transmittal accompanying the Prospectus (or in the
case of
_____________
Bank of New York
– be given to such party, addressed to it, at its
address or telecopy number set forth below:
{PAGE}
If to the Company:
---------------------------
---------------------------
---------------------------
Facsimile:
----------------
Attention:
----------------
If to the Exchange Agent:
The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286
Facsimile: (212)815-5915
Attention: Corporate Trust
Administration
28. Unless terminated earlier by the parties hereto, this Agreement
_____________
BANK OF NEW YORK, – acknowledge receipt of this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.
-------------------------------
By:
----------------------------
Name:
Title:
Accepted as of the date
first above written:
THE BANK OF NEW YORK, as Exchange Agent
By:
-------------------------------
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 1005927
|
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Exchange Agent Agreement
Exchange Agent Agreement (27K)
Doc #379076: Click preview link for longer preview.
EXCHANGE AGENT AGREEMENT
EXCHANGE AGENT AGREEMENT (this "Agreement") dated as of ______________,
2002 between RANDGOLD RESOURCES LIMITED, a corporation organized under the laws
of the Jersey (the "Company"), and THE BANK OF NEW YORK, a New York banking
corporation (the "Bank" or the "Exchange Agent").
W I T N E S S E T H:
WHEREAS, the Company and the Bank, as Depositary (the "GDR
Depositary"), entered into a Deposit Agreement dated as of July 1, 1997, as
amended and restated as of ____________, 2002, providing for issuance of Rule
144A Global Depositary Receipts ("GDRs") subject to restrictions on transfer as
specified therein representing ordinary shares, nominal value $0.10 per share
("Shares"), of the Company; and
WHEREAS, the Company and the Bank, as Depositary (the "Depositary"),
entered into a Deposit Agreement, dated as of ____________, 2002 (the "Deposit
Agreement"), providing for the issuance of American Depositary Receipts ("ADRs")
evidencing American Depositary Shares ("ADSs") representing Shares deposited
with the Depositary thereunder, which ADSs have been registered on Form F-6
under Registration Statement No. 333-______________ under the Securities Act of
1933, as amended; and
WHEREAS, the Company is offering to provide for issuance of ADSs to be
issued pursuant to the Deposit Agreement in exchange for any and all of its GDRs
(the "Exchange Offer") pursuant to an Exchange Offer Prospectus dated
_____________, 2002 (the "Prospectus") and, in connection with the Exchange
Offer, has registered the Shares underlying the ADRs on Form F-4 under the
Securities Act of 1933, as amended, under Registration Statement No.
333-____________; and
WHEREAS, the Company wishes to appoint the Exchange Agent as its agent
for the purpose of administering the Exchange Offer.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein, the parties agree as follows:
1. Appointment of Exchange Agent; Performance of Duties. The Company
hereby appoints the Exchange Agent as its agent for the exchange of GDRs into
ADSs, and the Exchange Agent accepts such appointment subject to the terms and
conditions contained in this Agreement.
2. Records of GDR Holders. The Company shall instruct the GDR
Depositary to provide to the Exchange Agent a list of the record holders of GDRs
(the
{PAGE}
"Holders") and of the participants (the "Participants") in The Depository Trust
Company ("DTC") shown on DTC's records as having GDRs credited to their
respective DTC accounts, in each case as of the date of the Exchange Offer
Prospectus (the "Effective Date").
3. Documents. The Company shall provide the Exchange Agent with copies
of a letter of transmittal substantially in the form of Exhibit A attached
hereto (each a "Letter of Transmittal" and collectively the "Letter of
Transmittal"). The Exchange Agent shall take such action as my from time to time
be requested by the Company or its counsel to furnish copies of the Letters of
Transmittal to all persons requesting such documents.
4. Exchange Agent Responsibilities. The Exchange Agent shall examine
any GDRs, Letters of Transmittal, and messages received through the DTC system
relating to tenders of GDRs stating, in substance, that the Participant has
received a copy of the Letter of Transmittal and that such Participant and its
tendering customer agree to be bound by the terms of the Letter of transmittal
(each such message, an "Agent's Message") and other documents received by it to
ascertain that (a) each Letter of Transmittal is completed and duly executed in
accordance with the instructions therefor, (b) any other document required by
the instructions accompanying the Letters of Transmittal is completed and duly
executed in accordance with such instructions, (c) the names shown on such GDRs
or on any confirmation received from DTC evidencing the transfer of GDRs to the
account of the Exchange Agent and the corresponding Letter of Transmittal or
Agent's Message correspond exactly with the names shown on the list supplied
pursuant to Paragraph 2 of this Agreement, and (d) no "stop transfer" notations
are in effect against the GDRs submitted for exchange. Except as otherwise
provided in this Paragraph 4, GDRs shall not be deemed to be properly tendered
unless all of the foregoing requirements are met prior to the Expiration Date
(to be be defined as per the Prospectus). The Exchange Agent shall take all
steps as it shall deem reasonable and appropriate to inform the person tendering
GDRs pursuant to the Exchange Offer to correct any defect that exists in any
Letter of Transmittal or accompanying document or Agent's Message. In the event
such defect is not cured by the tendering Holder or Participant, as the case may
be, the Exchange Agent shall promptly send to the Company any Letter of
Transmittal or Agent's Message or other document or copies thereof containing
any defect therein, which in its judgment would prevent acceptance thereof,
together with a request for instructions as to actions to be taken with respect
thereto in accordance with Paragraph 10(f) of this Agreement. A Letter of
Transmittal need not accompany GDRs tendered for exchange if the Exchange Agent
has received an Agent's Message in proper form with respect to such GDRs. The
Company reserves the right, if it so elects in its discretion, to waive the
failure of any delivery of GDRs, Letter of Transmittal or other document
pursuant to the Exchange Offer to comply with any requirement of this Paragraph
4 or the Letter of Transmittal.
-2-
{PAGE}
The Company reserves the right to terminate or, prior to the Expiration
Date, amend the Exchange Offer as provided in the Prospectus. If notified in
writing by the Company of termination of the Exchange Offer, the Exchange Agent
shall as promptly as practicable return all tendered GDRs to the tendering
379076
|
Randgold
As referenced in this Exchange Agent Agreement:
RANDGOLD RESOURCES LIMITED, – SEQUENCE}5
{FILENAME}file004.txt
{DESCRIPTION}EXCHANGE AGENT AGREEMENT
{TEXT}
{PAGE}
EMM DRAFT 4-29-02
EXCHANGE AGENT AGREEMENT
EXCHANGE AGENT AGREEMENT (this "Agreement") dated as of ______________,
2002 between RANDGOLD RESOURCES LIMITED, a corporation organized under the laws
of the Jersey (the "Company"), and THE BANK OF NEW YORK, a New York banking
corporation (the "Bank" or the "Exchange Agent").
W
_____________
Randgold Resources Limited
– for the party set forth below or at such other
address as a party may furnish by like notice to the other parties hereto.
-7-
{PAGE}
If to the Company:
Randgold Resources Limited
Attention: Director (Finance)
Facsimile: 91-11-331-9543
If to the Exchange Agent:
The Bank of New York
Attention: [ADR Administration]
Facsimile No.: (646) 885-3043
Delivery of a
_____________
RANDGOLD RESOURCES LIMITED – held to be
unenforceable as a matter of law, the other provisions shall not be affected
thereby and shall remain in full force and effect.
-10-
{PAGE}
IN WITNESS WHEREOF, RANDGOLD RESOURCES LIMITED and THE BANK OF NEW YORK
have duly executed this Agreement as of the date first set forth above.
RANDGOLD RESOURCES LIMITED
By:_________________________________
Name:___________________________
Title:__________________________
THE BANK
_____________
RANDGOLD RESOURCES LIMITED
– force and effect.
-10-
{PAGE}
IN WITNESS WHEREOF, RANDGOLD RESOURCES LIMITED and THE BANK OF NEW YORK
have duly executed this Agreement as of the date first set forth above.
RANDGOLD RESOURCES LIMITED
By:_________________________________
Name:___________________________
Title:__________________________
THE BANK OF NEW YORK
By:_________________________________
Name:___________________________
Title:__________________________
-11-
{PAGE}
EXHIBIT A
[Form of Letter of Transmittal]
{/TEXT}
{/DOCUMENT}
_____________
dt 1327610
;
|
BNY
As referenced in this Exchange Agent Agreement:
BANK OF NEW YORK, – EXCHANGE AGENT AGREEMENT
EXCHANGE AGENT AGREEMENT (this "Agreement") dated as of ______________,
2002 between RANDGOLD RESOURCES LIMITED, a corporation organized under the laws
of the Jersey (the "Company"), and THE BANK OF NEW YORK, a New York banking
corporation (the "Bank" or the "Exchange Agent").
W I T N E S S E T H:
WHEREAS, the Company and the Bank, as Depositary (
_____________
Bank of New York
– like notice to the other parties hereto.
-7-
{PAGE}
If to the Company:
Randgold Resources Limited
Attention: Director (Finance)
Facsimile: 91-11-331-9543
If to the Exchange Agent:
The Bank of New York
Attention: [ADR Administration]
Facsimile No.: (646) 885-3043
Delivery of a notice sent by facsimile transmission shall be deemed to be
effective when delivery has been confirmed by telephone.
_____________
BANK OF NEW YORK
– a matter of law, the other provisions shall not be affected
thereby and shall remain in full force and effect.
-10-
{PAGE}
IN WITNESS WHEREOF, RANDGOLD RESOURCES LIMITED and THE BANK OF NEW YORK
have duly executed this Agreement as of the date first set forth above.
RANDGOLD RESOURCES LIMITED
By:_________________________________
Name:___________________________
Title:__________________________
THE BANK OF NEW YORK
By:_________________________________
_____________
BANK OF NEW YORK
– LIMITED and THE BANK OF NEW YORK
have duly executed this Agreement as of the date first set forth above.
RANDGOLD RESOURCES LIMITED
By:_________________________________
Name:___________________________
Title:__________________________
THE BANK OF NEW YORK
By:_________________________________
Name:___________________________
Title:__________________________
-11-
{PAGE}
EXHIBIT A
[Form of Letter of Transmittal]
{/TEXT}
{/DOCUMENT}
_____________
dt 1005961
|
Preview
Full Doc
| 2002 |
Exchange Agent Agreement
Exchange Agent Agreement (31K)
Doc #448574: Click preview link for longer preview.
o, 2002
EXCHANGE AGENT AGREEMENT
Bank One Trust Company, N.A.
One North State Street
Ninth Floor
Chicago, Illinois 60602
Attention: Exchanges
Ladies and Gentlemen:
H. J. Heinz Finance Company, a Delaware corporation (the "Company"),
proposes to make an offer (the "Exchange Offer") to exchange up to $o,000,000
principal amount of its o% guaranteed notes due 20__, (the "New Notes") for a
like principal amount of its outstanding o% guaranteed . . .
448574
| |
Davis Polk
As referenced in this Exchange Agent Agreement:
Davis Polk & Wardwell
– to:
H.J. Heinz Finance Company
600 Grant Street
Pittsburgh, Pennsylvania, 15219
Telephone: (412) 456-5700
Telecopy: (412) 456-6102
Attention: Loretta Lobes
with a copy to:
Sarah Beshar, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Telecopy (212) 450-4800
If to the Exchange Agent, to:
Bank One Trust Company, N.A.
One North State Street
Ninth Floor
_____________
dt 1440001
|
Preview
Full Doc
| 2001 |
Exchange Agent Agreement
Exchange Agent Agreement (21K)
Doc #214812: Click preview link for longer preview.
EXCHANGE AGENT AGREEMENT
The Bank of New York
20 Broad Street, Lower Level
New York, New York 10286
Attention: Corporate Trust Administration
Ladies and Gentlemen:
Tenet Healthcare Corporation, a Nevada corporation (the "Company"), proposes to make offers (as to each series, an "Exchange Offer") to exchange all of its outstanding 53/8% Senior Notes due 2006, 63/8% Senior Notes due 2011 and 67/8% Senior Notes due 2031 (together, the "Old Securities") for its 53/8% Senior Notes due 2006, 63/8% Senior Notes due 2011 and 67/8% Senior Notes due 2031, which have been registered under the Securities Act of 1933 (together, the "New Securities"). The terms and conditions of each Exchange Offer as currently contemplated are set forth in a prospectus, dated (the "Prospectus"), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the "Securities".
The Company hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offers. References hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offers are expected to be commenced by the Company on or about . The Letter of Transmittal accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program ("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Old Securities to accept the Exchange Offers and contains instructions with respect to the delivery of certificates for Old Securities tendered in connection therewith.
The Exchange Offers shall expire at 5:00 p.m., New York City time, on or on such subsequent date or time to which the Company may extend any Exchange Offer (each, an "Expiration Time"). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend any Exchange Offer from time to time and may extend any Exchange Offer by giving oral (promptly confirmed in writing) or written notice to you before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Time relating to such Exchange Offer.
The Company expressly reserves the right to amend or terminate any Exchange Offer, and not to accept for exchange any Old Securities not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offers specified in the Prospectus under the caption "The Exchange OffersConditions to the Exchange Offers." The Company will give oral (promptly confirmed in writing) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:
1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned "The Exchange Offers" or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.
2. You will establish a book-entry account with respect to each series of the Old Securities at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Exchange Offers within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of the Old
214812
|
Tenet Healthcare
As referenced in this Exchange Agent Agreement:
;tenet healthcare – York, New York 10286
Attention: Corporate Trust Administration
Ladies and Gentlemen:
;Tenet Healthcare Corporation, a Nevada corporation (the "Company"), proposes to make offers (as to each series, an "
tenet healthcare – or telecopy number set forth below:
5
If to the Company:
Tenet Healthcare Corporation
3820 State Street
Santa Barbara, California 93105
Facsimile: (805) 563-7085
Attention: Richard B.
tenet healthcare – the arrangements herein provided by signing and returning the enclosed copy.
TENET HEALTHCARE CORPORATION
By:
Name:
Title:
Accepted as of the date first
dt 14385
;
|
BNY
As referenced in this Exchange Agent Agreement:
bank of new york
– align=right>
Exhibit 99.5
EXCHANGE AGENT AGREEMENT
The Bank of New York
20 Broad Street, Lower Level
New York, New York 10286
Attention: Corporate Trust Administration
bank of new york – referred to herein as the "Securities".
The Company hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offers. References
bank of new york. – Agent") in connection with the Exchange Offers. References hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offers are expected to be commenced by the
bank of new york
– 7085
Attention: Richard B. Silver
If to the Exchange Agent:
The Bank of New York
20 Broad Street, Lower Level
New York, New York 10286
Facsimile: (212) 815-6339
bank of new york, – By:
Name:
Title:
Accepted as of the date first above written:
THE BANK OF NEW YORK, as Exchange Agent
By:
Name:
Title:
7
dt 14818
|
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Full Doc
| 2001 |
Exchange Agent Agreement [Form]
Exchange Agent Agreement [Form] (31K)
Doc #246892: Click preview link for longer preview.
Form of Exchange Agent Agreement
--------------------------------
Wilmington Trust FSB
1100 N. Market Street
Rodney Square North
Wilmington, Delaware 19890
Attention: Corporate Trust Administration
Re: Hanover Equipment Trust 2001A / 8.50% Senior Secured Notes due 2008
-------------------------------------------------------------------
Ladies and Gentlemen:
Hanover Equipment Trust 2001A, a Delaware business trust (the "Issuer"),
proposes to make an offer (the "Exchange Offer") to exchange an aggregate
principal amount of up to $300,000,000 of its outstanding 8.50% Senior Secured
Notes due 2008 (the "Old Notes"), for a like principal amount of the Issuer's
8.50% Senior Secured Notes due 2008, which have been registered under the
Securities Act of 1933, as amended (the "New Notes"). The New Notes are
guaranteed by Hanover Compressor Company, a Delaware corporation ("Hanover"),
and Hanover Compression Limited Partnership, a Delaware limited partnership
("HCLP"; we refer to HCLP and Hanover collectively as the "Guarantors"). The
terms and conditions of the Exchange Offer as currently contemplated are set
forth in a prospectus dated ___________, 2002 (the "Prospectus"), proposed to be
distributed to all record holders of the Old Notes as of __________, 2002. The
Old Notes and the New Notes are collectively referred to herein as the "Notes."
The Issuer hereby appoints Wilmington Trust FSB to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to Wilmington Trust FSB.
The Exchange Offer is expected to be commenced by the Issuer on or about
__________, 2002. The Letter of Transmittal accompanying the Prospectus or, in
the case of book-entry securities, the Automated Tender Offer Program of The
Depository Trust Company (the "Book-Entry Transfer Facility"), are to be used by
the holders of the Old Notes to accept the Exchange Offer, and the Letter of
Transmittal contains instructions with respect to the delivery of certificates
for Old Notes tendered.
The Exchange Offer shall expire at 5:00 P.M., New York City time, on
_________, 2002 or on such later date or time to which the Issuer may extend the
Exchange
{PAGE}
Offer (the "Expiration Date"). Subject to the terms and conditions set forth in
the Prospectus, the Issuer expressly reserves the right to extend the Exchange
Offer from time to time and may extend the Exchange Offer by giving oral
(promptly confirmed in writing) or written notice to you before 9:00 A.M., New
York City time, on the business day following the previously scheduled
Expiration Date.
The Issuer expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Old Notes not theretofore
accepted for exchange. The Issuer will give oral (promptly confirmed in writing)
or written notice of any amendment, termination or nonacceptance to you as
promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus entitled "The Exchange
Offer" and as specifically set forth herein and such duties which are
necessarily incidental thereto; provided, however, that in no way will your
-------- -------
general duty to act in good faith and without gross negligence or willful
misconduct be limited by the foregoing.
2. You will establish an account with respect to the Old Notes at
the Book-Entry Transfer Facility for purposes of the Exchange Offer within two
business days after the date of the Prospectus, or, if you already have
established an account with the Book-Entry Transfer Facility suitable for the
Exchange Offer, you will identify such pre-existing account to be used in the
Exchange Offer, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of the Old
Notes by causing the Book-Entry Transfer Facility to transfer such Old Notes
into your account in accordance with the Book-Entry Transfer Facility's
procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Old Notes and each confirmation of book-entry transfer into
your account at the Book-Entry Transfer Facility and any other documents
delivered or mailed to you by or for holders of the Old Notes to ascertain
whether: (i) the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions set forth
therein and that such book-entry confirmations are in due and proper form and
contain the information required to be set forth therein and (ii) the Old Notes
have otherwise been properly tendered. In each case where the Letter of
Transmittal or any other document has been improperly completed or executed or
where such book-entry confirmations are not in due and proper form or omit
certain information, or where any of the certificates for Old Notes are not in
proper form for transfer or some other irregularity in connection with the
acceptance of the Exchange Offer exists, you will use commercially reasonable
and customary efforts to inform the presenters of the need (i) for fulfillment
of all requirements and (ii) to take any other action as may be necessary or
advisable to cause such irregularity to be corrected.
4. With the approval of the President and Chief Executive Officer,
the Executive Vice President, any Vice President or the Secretary of Hanover
(such approval, if given orally, to be promptly confirmed in writing) or any
other party designated by such officer
246892
|
Hanover
As referenced in this Exchange Agent Agreement [Form]:
Hanover Compression Limited Partnership, – Securities Act of 1933, as amended (the "New Notes"). The New Notes are
guaranteed by Hanover Compressor Company, a Delaware corporation ("Hanover"),
and Hanover Compression Limited Partnership, a Delaware limited partnership
("HCLP"; we refer to HCLP and Hanover collectively as the "Guarantors"). The
terms and conditions of the Exchange
_____________
Hanover Compression Limited Partnership
– 233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S. Meller, Esq.
Telecopy No.: 312-993-9767
If to HCLP, to it at: Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, Texas 77806
Attention: Chief Financial Officer
Telecopy No.: 281-447-8781
8
{PAGE}
with a copy to:
_____________
HANOVER COMPRESSION LIMITED
PARTNERSHIP
– TRUST 2001A
By: Wilmington Trust Company, not
individually but solely as Trustee
By: ______________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY
By: __________________________________
Name:
Title:
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By: __________________________________
Name:
Title:
Accepted as of the date
first above written:
WILMINGTON TRUST FSB,
as Exchange Agent
By: ____________________________
Name:
Title:
_____________
dt 100580
;
HCC
As referenced in this Exchange Agent Agreement [Form]:
Hanover Compressor – Securities Act of 1933, as amended (the "New Notes"). The New Notes are
guaranteed by Hanover Compressor Company, a Delaware corporation ("Hanover"),
and Hanover Compression Limited Partnership, a Delaware limited partnership
("HCLP";
_____________
Hanover Compressor – Attention: Corporate Trust Administration
Telecopy No.: 302-651-8882
If to Hanover, to it at: Hanover Compressor Company
12001 North Houston Rosslyn
Houston, Texas 77806
Attention: Chief Financial Officer
Telecopy No.: 281-
_____________
HANOVER COMPRESSOR – 2001A
By: Wilmington Trust Company, not
individually but solely as Trustee
By: ______________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY
By: __________________________________
Name:
Title:
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By: __________________________________
Name:
Title:
Accepted as
_____________
dt 75019
;
Wilmington Trust
As referenced in this Exchange Agent Agreement [Form]:
Wilmington Trust Co – it, at its address or
telecopy number set forth below:
If to the Issuer, to it at: Hanover Equipment Trust 2001A
c/o Wilmington Trust Co mpany
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration
Telecopy No.: 302-651-8882
If to Hanover, to it at:
_____________
Wilmington Trust Co – acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
HANOVER EQUIPMENT TRUST 2001A
By: Wilmington Trust Co mpany, not
individually but solely as Trustee
By: ______________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY
By: __________________________________
Name:
Title:
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By:
_____________
dt 99891
;
|
Latham & Watkins
As referenced in this Exchange Agent Agreement [Form]:
Latham &
Watkins – transmission or telephone, and
promptly thereafter confirm in writing to, Bradley C. Faris, Esq. of Latham &
Watkins , 233 South Wacker Drive, Suite 5800, Chicago, IL 60606, (312) 876-6514
(phone), (312)
_____________
Latham & Watkins – Texas 77806
Attention: Chief Financial Officer
Telecopy No.: 281-447-8781
with a copy to: Latham & Watkins
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S.
_____________
Latham & Watkins – Attention: Chief Financial Officer
Telecopy No.: 281-447-8781
8
{PAGE}
with a copy to: Latham & Watkins
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S.
_____________
dt 73533
;
Wilmington Trust FSB;
Hanover Equipment Trust 2001A
|
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Full Doc
| 2001 |
Exchange Agent Agreement
Exchange Agent Agreement (23K)
Doc #256778: Click preview link for longer preview.
EXCHANGE AGENT AGREEMENT
LaSalle Bank, N.A.
135 South LaSalle Street
Chicago, IL 60603
Ladies and Gentlemen:
Shurgard Storage Centers, Inc., a Washington corporation (the
"Company"), proposes to make an offer (the "Exchange Offer") to exchange its
7.75% Notes due 2011 (the "Original Notes") for its 7.75% Notes due 2001
registered under the Securities Act of 1933 (the "Exchange Notes"). The terms
and conditions of the Exchange Offer as currently contemplated are set forth in
a prospectus, dated ____________, 2001 (the "Prospectus"), proposed to be
distributed to all record holders of the Original Notes. The Original Notes and
the Exchange Notes are collectively referred to herein as the "Securities."
The Company hereby appoints LaSalle Bank, N.A. to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to LaSalle Bank.
The Exchange Offer is expected to be commenced by the Company on or
about _______, 2001. The Letter of Transmittal accompanying the Prospectus (or
in the case of book entry securities, the ATOP system) is to be used by the
holders of the Original Notes to accept the Exchange Offer and contains
instructions with respect to the delivery of certificates for Original Notes
tendered in connection therewith.
The Exchange Offer shall expire at 5:00 P.M., New York City time, on
_________, 2001 or on such later date or time to which the Company may extend
the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions
set forth in the Prospectus, the Company expressly reserves the right to extend
the Exchange Offer from time to time and may extend the Exchange Offer by giving
oral (confirmed in writing) or written notice to you before 9:00 A.M., New York
City time, on the business day following the previously scheduled Expiration
Date.
The Company expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Original Notes not
theretofore accepted for
256778
|
Shurgard
As referenced in this Exchange Agent Agreement:
Shurgard Storage Centers, – 1
EXHIBIT 99.5
______________, 2001
EXCHANGE AGENT AGREEMENT
LaSalle Bank, N.A.
135 South LaSalle Street
Chicago, IL 60603
Ladies and Gentlemen:
Shurgard Storage Centers, Inc., a Washington corporation (the
"Company"), proposes to make an offer (the "Exchange Offer") to exchange its
7.75% Notes due 2011 (
_____________
Shurgard Storage Centers, – and shall be given to such party, addressed to it, at its
address or telecopy number set forth below:
If to the Company:
Shurgard Storage Centers, Inc.
1155 Valley Street, Suite 400
Seattle, Washington 98109
Facsimile: (206) 624-8100
Attention:
-8-
{PAGE} 9
If to the Exchange Agent:
_____________
SHURGARD STORAGE CENTERS, – of the date hereof.
Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
SHURGARD STORAGE CENTERS, INC.
By:
---------------------------------------
Name:
Title:
Accepted as of the date first above written:
LASALLE BANK, as Exchange Agent
By:
----------------------------------
Name:
Title:
-9-
{PAGE}
_____________
dt 131236
;
LaSalle Bank
As referenced in this Exchange Agent Agreement:
LaSalle Bank, N – {DOCUMENT}
{TYPE}EX-99.5
{SEQUENCE}10
{FILENAME}v73538orex99-5.txt
{DESCRIPTION}EXHIBIT 99.5
{TEXT}
{PAGE} 1
EXHIBIT 99.5
______________, 2001
EXCHANGE AGENT AGREEMENT
LaSalle Bank, N .A.
135 South LaSalle Street
Chicago, IL 60603
Ladies and Gentlemen:
Shurgard Storage Centers, Inc., a Washington corporation (the
"Company"), proposes to make an offer (the "Exchange Offer") to
_____________
LaSalle Bank, N – to be
distributed to all record holders of the Original Notes. The Original Notes and
the Exchange Notes are collectively referred to herein as the "Securities."
The Company hereby appoints LaSalle Bank, N .A. to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to LaSalle Bank.
The Exchange Offer is expected
_____________
dt 1403847
;
| LaSalle Bank, N.A.
|
Preview
Full Doc
| 2001 |
Exchange Agent Agreement [Form]
Exchange Agent Agreement [Form] (28K)
Doc #272714: Click preview link for longer preview.
FORM OF EXCHANGE AGENT AGREEMENT
July ___, 2001
Citibank, N.A.
111 Wall Street, 15th Floor
New York, New York 10005
Attention: Agency & Trust Services
Kredietbank S.A. Luxembourgeoise
43 Boulevard Royal
L-2955 Luxembourg
Attention: Corporate Trust Trustee Administration
Ladies and Gentlemen:
Viacom Inc., a Delaware corporation, proposes to make an offer
(the "Exchange Offer") to exchange all of its outstanding unregistered 6.40%
Senior Notes due 2006 (the "Unregistered Notes due 2006"), of which $403,075,000
aggregate principal amount is outstanding, its 7.70% Senior Notes due 2010 (the
"Unregistered Notes due 2010"), of which $1,000,000 aggregate principal amount
is outstanding, its 6.625% Senior Notes due 2011 (the "Unregistered Notes due
2011"), of which $1,000,000,000 aggregate principal amount is outstanding and
its 7.875% Senior Debentures due 2030, of which $200,000 aggregate principal
amount is outstanding, (the "Unregistered Debentures" and, together with the
Unregistered Notes due 2006, the Unregistered Notes due 2010 and the
Unregistered Notes due 2011, the "Unregistered Securities") for an equal
principal amount of its 6.40% Senior Notes due 2006 (the "2006 Exchange Notes"),
its 7.70% Senior Notes due 2010 (the "2010 Exchange Notes"), its 6.625% Senior
Notes due 2011 (the "2011 Exchange Notes") and its 7.875% Senior Debentures due
2030 (the "Exchange Debentures" and, together with the 2006 Exchange Notes, the
2010 Exchange Notes and the 2011 Exchange Notes, the "Exchange Securities"). The
terms and conditions of the Exchange Offer as currently contemplated are set
forth in a prospectus, dated July __, 2001 (the "Prospectus"), proposed to be
distributed to all record holders of the Unregistered Securities. The
Unregistered Securities and the Exchange Securities are collectively referred to
herein as the "Securities". The Securities are and will be unconditionally
guaranteed by Viacom International Inc., which, together with Viacom Inc., will
be referred to herein as the "Company".
The Company hereby appoints Citibank, N.A. to act as the
Principal Exchange Agent and Kredietbank S.A. Luxembourgeoise to act as
Luxembourg Exchange Agent (collectively the "Exchange Agents") in connection
with the Exchange Offer. Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed thereto in the Prospectus.
{PAGE}
The Exchange Offer is expected to be commenced by the Company
on or about , 2001. The Letter of Transmittal accompanying the Prospectus
(or in the case of book-entry securities, the Automated Tender Offer Program
("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to be used
by the holders of the Unregistered Securities to accept the Exchange Offer and
contains instructions with respect to the delivery of certificates for
Unregistered Securities tendered in connection therewith.
The Exchange Offer shall expire at 5:00 p.m., New York City
time, on , 2001 or on such subsequent date or time to which the Company
may extend the Exchange Offer (the "Expiration Date"). Subject to the terms and
conditions set forth in the Prospectus, the Company expressly reserves the right
to extend the Exchange Offer from time to time and may extend the Exchange Offer
by giving oral (promptly confirmed in writing) or written notice to you before
9:00 a.m., New York City time, on the business day following the previously
scheduled Expiration Date.
The Company expressly reserves the right to amend or terminate
the Exchange Offer, and not to accept for exchange any Unregistered Securities
not theretofore accepted for exchange, upon the occurrence of any of the
conditions of the Exchange Offer specified in the Prospectus under the caption
"The Exchange Offer -- Expiration Date; Extensions; Amendment; Termination." The
Company will give oral (promptly confirmed in writing) or written notice of any
amendment, termination or nonacceptance to you as promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act
in accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the sections of the Prospectus captioned "The Exchange
Offer" or as specifically set forth herein; provided, however, that in no way
will your general duty to act in good faith be discharged by the foregoing.
2. You will establish a book-entry account with respect to the
Unregistered Securities at The Depository Trust Company (the "Book-Entry
Transfer Facility") for purposes of the Exchange Offer within two business days
after the date of the Prospectus, and any financial institution that is a
participant in the Book-Entry Transfer Facility's systems may make book-entry
delivery of the Unregistered Securities by causing the Book-Entry Transfer
Facility to transfer such Unregistered Securities into your account in
accordance with the Book-Entry Transfer Facility's procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Unregistered Securities (or confirmation of book-entry transfer
into your account at the Book-Entry Transfer Facility) and any other documents
delivered or mailed to you by or for holders of the Unregistered Securities, and
any book-entry confirmations (as such phrase is used in the Prospectus) to
ascertain whether: (i) the Letters of Transmittal and any such other documents
are duly executed and properly completed in accordance with instructions set
forth therein; (ii) the Unregistered Securities have otherwise been properly
tendered and (iii) holders have provided their correct Tax Identification Number
or required certification. In each case where the Letter of Transmittal or any
other document has been improperly completed or
272714
|
Citibank
As referenced in this Exchange Agent Agreement [Form]:
Citibank, N.A. – 18
{FILENAME}ex99-5tof4_071010.txt
{DESCRIPTION}FORM OF EXCHANGE AGENT AGREEMENT
{TEXT}
Exhibit 99.5
FORM OF EXCHANGE AGENT AGREEMENT
July ___, 2001
Citibank, N.A.
111 Wall Street, 15th Floor
New York, New York 10005
Attention: Agency & Trust Services
Kredietbank S.A. Luxembourgeoise
43 Boulevard Royal
L-
_____________
Citibank, N.A. – unconditionally
guaranteed by Viacom International Inc., which, together with Viacom Inc., will
be referred to herein as the "Company".
The Company hereby appoints Citibank, N.A. to act as the
Principal Exchange Agent and Kredietbank S.A. Luxembourgeoise to act as
Luxembourg Exchange Agent (collectively the "Exchange Agents")
_____________
Citibank, N.A. – Sterling
599 Lexington Avenue
New York, New York 10022
Facsimile: (212) 848-7179
Attention: Stephen T. Giove, Esq.
If to the Exchange Agent:
Citibank, N.A.
111 Wall Street, 15th Floor
New York, New York 10005
{PAGE}
Facsimile: (212) 825-3483
Attention: Agency & Trust Service
29. Unless terminated
_____________
CITIBANK, N.A. – returning the enclosed copy.
VIACOM INC.
By:
--------------------------------
Name:
Title:
VIACOM INTERNATIONAL INC.
By:
--------------------------------
Name:
Title:
Accepted as of the date
first above written:
CITIBANK, N.A. , as Principal Exchange Agent
By:
-----------------------------------------
Name:
Title:
KREDIETBANK S.A. LUXEMBOURGEOISE,
as Luxembourg Exchange Agent
By:
-----------------------------------------
Name:
Title:
{PAGE}
SCHEDULE I
COMPENSATION
_____________
dt 177533
;
Viacom Int'l
As referenced in this Exchange Agent Agreement [Form]:
Viacom International – Unregistered Securities and the Exchange Securities are collectively referred to
herein as the "Securities". The Securities are and will be unconditionally
guaranteed by Viacom International Inc., which, together with Viacom Inc., will
be referred to herein as the "Company".
The Company hereby appoints Citibank, N.A. to act
_____________
VIACOM INTERNATIONAL – acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
VIACOM INC.
By:
--------------------------------
Name:
Title:
VIACOM INTERNATIONAL INC.
By:
--------------------------------
Name:
Title:
Accepted as of the date
first above written:
CITIBANK, N.A., as Principal Exchange Agent
By:
-----------------------------------------
Name:
Title:
KREDIETBANK
_____________
dt 164596
;
Viacom
As referenced in this Exchange Agent Agreement [Form]:
Viacom Inc – 10005
Attention: Agency & Trust Services
Kredietbank S.A. Luxembourgeoise
43 Boulevard Royal
L-2955 Luxembourg
Attention: Corporate Trust Trustee Administration
Ladies and Gentlemen:
Viacom Inc ., a Delaware corporation, proposes to make an offer
(the "Exchange Offer") to exchange all of its outstanding unregistered 6.40%
Senior Notes
_____________
Viacom Inc – are collectively referred to
herein as the "Securities". The Securities are and will be unconditionally
guaranteed by Viacom International Inc., which, together with Viacom Inc ., will
be referred to herein as the "Company".
The Company hereby appoints Citibank, N.A. to act as the
Principal Exchange Agent
_____________
Viacom Inc – documents on your request. All other requests for information relating
to the Exchange Offer shall be directed to the Company, Attention: General
Counsel, Viacom Inc ., 1515 Broadway, New York, NY 10036.
17. You shall advise by facsimile transmission the President,
Corporate Finance, of the Company (at the
_____________
Viacom Inc – and shall be given to such party, addressed to it,
at its address or telecopy number set forth below:
If to the Company:
Viacom Inc .
1515 Broadway
New York, NY 10036
Facsimile: (212) 258-6099
Attention: General Counsel
Copy to:
Shearman & Sterling
599 Lexington Avenue
New York,
_____________
VIACOM INC – the
date hereof.
{PAGE}
Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
VIACOM INC .
By:
--------------------------------
Name:
Title:
VIACOM INTERNATIONAL INC.
By:
--------------------------------
Name:
Title:
Accepted as of the date
first above written:
CITIBANK, N.A., as Principal
_____________
dt 164393
;
|
Shearman
As referenced in this Exchange Agent Agreement [Form]:
Shearman & Sterling
– forth below:
If to the Company:
Viacom Inc.
1515 Broadway
New York, NY 10036
Facsimile: (212) 258-6099
Attention: General Counsel
Copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Facsimile: (212) 848-7179
Attention: Stephen T. Giove, Esq.
If to the Exchange Agent:
_____________
dt 171169
;
Kredietbank S.A. Luxembourgeoise
|
Preview
Full Doc
| 2001 |
Exchange Agent Agreement
Exchange Agent Agreement (24K)
Doc #272780: Click preview link for longer preview.
EXCHANGE AGENT AGREEMENT
------------------------
Citibank, N.A.
111 Wall Street, 5th Floor
New York, New York 10005
Attention: Global Agency & Trust Services
Kredietbank S.A. Luxembourgeoisie
43 Boulevard Royal
L-2955 Luxembourg
Attention: Corporate Trust Trustee Administration
Ladies and Gentlemen:
Viacom Inc., a Delaware corporation (the "Company"), proposes to make
an offer (the "Exchange Offer") to exchange all of its outstanding unregistered
6.40% Senior Notes due 2006 (the "Old Notes due 2006"), of which $400,000,000
aggregate principal amount is outstanding, its 7.70% Senior Notes due 2010 (the
"Old Notes due 2010"), of which $500,000,000 aggregate principal amount is
outstanding and its 7.875% Senior Debentures due 2030, of which $750,000,000
aggregate principal amount is outstanding, (the "Old Debentures" and, together
with the Old Notes due 2006 and the Old Notes due 2010, the "Old Securities")
for an equal principal amount of its 6.40% Senior Notes due 2006 (the "2006
Exchange Notes"), its 7.70% Senior Notes due 2010 (the "2010 Exchange Notes")
and its 7.875% Senior Debentures due 2030 (the "Exchange Debentures" and,
together with the 2006 Exchange Notes and the 2010 Exchange Notes, the "Exchange
Securities"). The terms and conditions of the Exchange Offer as currently
contemplated are set forth in a prospectus, dated February [ ], 2001 (the
"Prospectus"), proposed to be distributed to all record holders of the Old
Securities. The Old Securities and the Exchange Securities are collectively
referred to herein as the "Securities".
The Company hereby appoints Citibank, N.A. to act as the Principal
Exchange Agent and Kredietbank S.A. Luxembourgeoisie to act as Luxembourg
272780
|
Citibank
As referenced in this Exchange Agent Agreement:
Citibank, N.A. – DOCUMENT}
{TYPE}EX-99.3
{SEQUENCE}15
{FILENAME}0015.txt
{DESCRIPTION}EXCHANGE AGENT AGREEMENT
{TEXT}
EXHIBIT 99.3
February [ ], 2001
EXCHANGE AGENT AGREEMENT
------------------------
Citibank, N.A.
111 Wall Street, 5th Floor
New York, New York 10005
Attention: Global Agency & Trust Services
Kredietbank S.A. Luxembourgeoisie
43 Boulevard Royal
_____________
Citibank, N.A. – of the Old
Securities. The Old Securities and the Exchange Securities are collectively
referred to herein as the "Securities".
The Company hereby appoints Citibank, N.A. to act as the Principal
Exchange Agent and Kredietbank S.A. Luxembourgeoisie to act as Luxembourg
{PAGE}
Exchange Agent (collectively the "Exchange
_____________
Citibank, N.A. – Lexington Avenue
New York, New York 10022
Facsimile: (212) 848-7179
Attention: Stephen T. Giove, Esq.
If to the Exchange Agent:
-8-
{PAGE}
Citibank, N.A.
111 Wall Street, 5th Floor
New York, New York 10005
Facsimile: (212) 825-3483
Attention: Global Agency & Trust
Services
28. Unless terminated
_____________
CITIBANK, N.A. – herein provided by signing and returning the enclosed copy.
VIACOM INC.
By:_________________________________
Name:
Title:
Accepted as of the date first above written:
CITIBANK, N.A. , as Exchange Agent
By:___________________________________
Name:
Title:
-10-
{PAGE}
SCHEDULE I
COMPENSATION OF EXCHANGE AGENT:
{/TEXT}
{/DOCUMENT}
_____________
dt 177545
;
Viacom
As referenced in this Exchange Agent Agreement:
Viacom Inc – Attention: Global Agency & Trust Services
Kredietbank S.A. Luxembourgeoisie
43 Boulevard Royal
L-2955 Luxembourg
Attention: Corporate Trust Trustee Administration
Ladies and Gentlemen:
Viacom Inc ., a Delaware corporation (the "Company"), proposes to make
an offer (the "Exchange Offer") to exchange all of its outstanding unregistered
6.40%
_____________
Viacom Inc – of such documents on your
request. All other requests for information relating to the Exchange Offer shall
be directed to the Company, Attention: [ ], Viacom Inc ., 1515 Broadway, New
York, NY 10036.
16. You shall advise by facsimile transmission [ ], of the Company (at
the facsimile number (212) [ ]), and
_____________
Viacom Inc – and shall be given to such party, addressed to it, at its
address or telecopy number set forth below:
If to the Company:
Viacom Inc .
1515 Broadway
New York, NY 10036
Facsimile: (212) 258-
Attention: General Counsel
Copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New
_____________
VIACOM INC – date
hereof.
-9-
{PAGE}
Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
VIACOM INC .
By:_________________________________
Name:
Title:
Accepted as of the date first above written:
CITIBANK, N.A., as Exchange Agent
By:___________________________________
Name:
Title:
-
_____________
dt 164452
;
|
Shearman
As referenced in this Exchange Agent Agreement:
Shearman & Sterling
– set forth below:
If to the Company:
Viacom Inc.
1515 Broadway
New York, NY 10036
Facsimile: (212) 258-
Attention: General Counsel
Copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Facsimile: (212) 848-7179
Attention: Stephen T. Giove, Esq.
If to the Exchange Agent:
-
_____________
dt 171175
;
Kredietbank S.A. Luxembourgeoisie
|
Preview
Full Doc
| 2001 |
Exchange Agent Agreement [Form]
Exchange Agent Agreement [Form] (28K)
Doc #273181: Click preview link for longer preview.
FORM OF EXCHANGE AGENT AGREEMENT
July ___, 2001
Citibank, N.A.
111 Wall Street, 15th Floor
New York, New York 10005
Attention: Agency & Trust Services
Kredietbank S.A. Luxembourgeoise
43 Boulevard Royal
L-2955 Luxembourg
Attention: Corporate Trust Trustee Administration
Ladies and Gentlemen:
Viacom Inc., a Delaware corporation, proposes to make an offer
(the "Exchange Offer") to exchange all of its outstanding unregistered 6.40%
Senior Notes due 2006 (the "Unregistered Notes due 2006"), of which $403,075,000
aggregate principal amount is outstanding, its 7.70% Senior Notes due 2010 (the
"Unregistered Notes due 2010"), of which $1,000,000 aggregate principal amount
is outstanding, its 6.625% Senior Notes due 2011 (the "Unregistered Notes due
2011"), of which $1,000,000,000 aggregate principal amount is outstanding and
its 7.875% Senior Debentures due 2030, of which $200,000 aggregate principal
amount is outstanding, (the "Unregistered Debentures" and, together with the
Unregistered Notes due 2006, the Unregistered Notes due 2010 and the
Unregistered Notes due 2011, the "Unregistered Securities") for an equal
principal amount of its 6.40% Senior Notes due 2006 (the "2006 Exchange Notes"),
its 7.70% Senior Notes due 2010 (the "2010 Exchange Notes"), its 6.625% Senior
Notes due 2011 (the "2011 Exchange Notes") and its 7.875% Senior Debentures due
2030 (the "Exchange Debentures" and, together with the 2006 Exchange Notes, the
2010 Exchange Notes and the 2011 Exchange Notes, the "Exchange Securities"). The
terms and conditions of the Exchange Offer as currently contemplated are set
forth in a prospectus, dated July __, 2001 (the "Prospectus"), proposed to be
distributed to all record holders of the Unregistered Securities. The
Unregistered Securities and the Exchange Securities are collectively referred to
herein as the "Securities". The Securities are and will be unconditionally
guaranteed by Viacom International Inc., which, together with Viacom Inc., will
be referred to herein as the "Company".
The Company hereby appoints Citibank, N.A. to act as the
Principal Exchange Agent and Kredietbank S.A. Luxembourgeoise to act as
Luxembourg Exchange Agent (collectively the "Exchange Agents") in connection
with the Exchange Offer. Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed thereto in the Prospectus.
{PAGE}
The Exchange Offer is expected to be commenced by the Company
on or about , 2001. The Letter of Transmittal accompanying the Prospectus
(or in the case of book-entry securities, the Automated Tender Offer Program
("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to be used
by the holders of the Unregistered Securities to accept the Exchange Offer and
contains instructions with respect to the delivery of certificates for
Unregistered Securities tendered in connection therewith.
The Exchange Offer shall expire at 5:00 p.m., New York City
time, on , 2001 or on such subsequent date or time to which the Company
may extend the Exchange Offer (the "Expiration Date"). Subject to the terms and
conditions set forth in the Prospectus, the Company expressly reserves the right
to extend the Exchange Offer from time to time and may extend the Exchange Offer
by giving oral (promptly confirmed in writing) or written notice to you before
9:00 a.m., New York City time, on the business day following the previously
scheduled Expiration Date.
The Company expressly reserves the right to amend or terminate
the Exchange Offer, and not to accept for exchange any Unregistered Securities
not theretofore accepted for exchange, upon the occurrence of any of the
conditions of the Exchange Offer specified in the Prospectus under the caption
"The Exchange Offer -- Expiration Date; Extensions; Amendment; Termination." The
Company will give oral (promptly confirmed in writing) or written notice of any
amendment, termination or nonacceptance to you as promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act
in accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the sections of the Prospectus captioned "The Exchange
Offer" or as specifically set forth herein; provided, however, that in no way
273181
|
Citibank
As referenced in this Exchange Agent Agreement [Form]:
Citibank, N.A. – 18
{FILENAME}ex99-5tof4_071010.txt
{DESCRIPTION}FORM OF EXCHANGE AGENT AGREEMENT
{TEXT}
Exhibit 99.5
FORM OF EXCHANGE AGENT AGREEMENT
July ___, 2001
Citibank, N.A.
111 Wall Street, 15th Floor
New York, New York 10005
Attention: Agency & Trust Services
Kredietbank S.A. Luxembourgeoise
43 Boulevard Royal
L-
_____________
Citibank, N.A. – unconditionally
guaranteed by Viacom International Inc., which, together with Viacom Inc., will
be referred to herein as the "Company".
The Company hereby appoints Citibank, N.A. to act as the
Principal Exchange Agent and Kredietbank S.A. Luxembourgeoise to act as
Luxembourg Exchange Agent (collectively the "Exchange Agents")
_____________
Citibank, N.A. – Sterling
599 Lexington Avenue
New York, New York 10022
Facsimile: (212) 848-7179
Attention: Stephen T. Giove, Esq.
If to the Exchange Agent:
Citibank, N.A.
111 Wall Street, 15th Floor
New York, New York 10005
{PAGE}
Facsimile: (212) 825-3483
Attention: Agency & Trust Service
29. Unless terminated
_____________
CITIBANK, N.A. – returning the enclosed copy.
VIACOM INC.
By:
--------------------------------
Name:
Title:
VIACOM INTERNATIONAL INC.
By:
--------------------------------
Name:
Title:
Accepted as of the date
first above written:
CITIBANK, N.A. , as Principal Exchange Agent
By:
-----------------------------------------
Name:
Title:
KREDIETBANK S.A. LUXEMBOURGEOISE,
as Luxembourg Exchange Agent
By:
-----------------------------------------
Name:
Title:
{PAGE}
SCHEDULE I
COMPENSATION
_____________
dt 177565
;
Viacom Int'l
As referenced in this Exchange Agent Agreement [Form]:
Viacom International – Unregistered Securities and the Exchange Securities are collectively referred to
herein as the "Securities". The Securities are and will be unconditionally
guaranteed by Viacom International Inc., which, together with Viacom Inc., will
be referred to herein as the "Company".
The Company hereby appoints Citibank, N.A. to act
_____________
VIACOM INTERNATIONAL – acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
VIACOM INC.
By:
--------------------------------
Name:
Title:
VIACOM INTERNATIONAL INC.
By:
--------------------------------
Name:
Title:
Accepted as of the date
first above written:
CITIBANK, N.A., as Principal Exchange Agent
By:
-----------------------------------------
Name:
Title:
KREDIETBANK
_____________
dt 182660
;
|
Viacom
As referenced in this Exchange Agent Agreement [Form]:
Viacom Inc – 10005
Attention: Agency & Trust Services
Kredietbank S.A. Luxembourgeoise
43 Boulevard Royal
L-2955 Luxembourg
Attention: Corporate Trust Trustee Administration
Ladies and Gentlemen:
Viacom Inc ., a Delaware corporation, proposes to make an offer
(the "Exchange Offer") to exchange all of its outstanding unregistered 6.40%
Senior Notes
_____________
Viacom Inc – are collectively referred to
herein as the "Securities". The Securities are and will be unconditionally
guaranteed by Viacom International Inc., which, together with Viacom Inc ., will
be referred to herein as the "Company".
The Company hereby appoints Citibank, N.A. to act as the
Principal Exchange Agent
_____________
Viacom Inc – documents on your request. All other requests for information relating
to the Exchange Offer shall be directed to the Company, Attention: General
Counsel, Viacom Inc ., 1515 Broadway, New York, NY 10036.
17. You shall advise by facsimile transmission the President,
Corporate Finance, of the Company (at the
_____________
Viacom Inc – and shall be given to such party, addressed to it,
at its address or telecopy number set forth below:
If to the Company:
Viacom Inc .
1515 Broadway
New York, NY 10036
Facsimile: (212) 258-6099
Attention: General Counsel
Copy to:
Shearman & Sterling
599 Lexington Avenue
New York,
_____________
VIACOM INC – the
date hereof.
{PAGE}
Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
VIACOM INC .
By:
--------------------------------
Name:
Title:
VIACOM INTERNATIONAL INC.
By:
--------------------------------
Name:
Title:
Accepted as of the date
first above written:
CITIBANK, N.A., as Principal
_____________
dt 182304
;
Shearman
As referenced in this Exchange Agent Agreement [Form]:
Shearman & Sterling
– forth below:
If to the Company:
Viacom Inc.
1515 Broadway
New York, NY 10036
Facsimile: (212) 258-6099
Attention: General Counsel
Copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Facsimile: (212) 848-7179
Attention: Stephen T. Giove, Esq.
If to the Exchange Agent:
_____________
dt 171201
|
Preview
Full Doc
| 2001 |
Exchange Agent Agreement
Exchange Agent Agreement (24K)
Doc #273207: Click preview link for longer preview.
EXCHANGE AGENT AGREEMENT
------------------------
Citibank, N.A.
111 Wall Street, 5th Floor
New York, New York 10005
Attention: Global Agency & Trust Services
Kredietbank S.A. Luxembourgeoisie
43 Boulevard Royal
L-2955 Luxembourg
Attention: Corporate Trust Trustee Administration
Ladies and Gentlemen:
Viacom Inc., a Delaware corporation (the "Company"), proposes to make
an offer (the "Exchange Offer") to exchange all of its outstanding unregistered
6.40% Senior Notes due 2006 (the "Old Notes due 2006"), of which $400,000,000
aggregate principal amount is outstanding, its 7.70% Senior Notes due 2010 (the
"Old Notes due 2010"), of which $500,000,000 aggregate principal amount is
outstanding and its 7.875% Senior Debentures due 2030, of which $750,000,000
aggregate principal amount is outstanding, (the "Old Debentures" and, together
with the Old Notes due 2006 and the Old Notes due 2010, the "Old Securities")
for an equal principal amount of its 6.40% Senior Notes due 2006 (the "2006
Exchange Notes"), its 7.70% Senior Notes due 2010 (the "2010 Exchange Notes")
and its 7.875% Senior Debentures due 2030 (the "Exchange Debentures" and,
together with the 2006 Exchange Notes and the 2010 Exchange Notes, the "Exchange
Securities"). The terms and conditions of the Exchange Offer as currently
contemplated are set forth in a prospectus, dated February [ ], 2001 (the
"Prospectus"), proposed to be distributed to all record holders of the Old
Securities. The Old Securities and the Exchange Securities are collectively
referred to herein as the "Securities".
The Company hereby appoints Citibank, N.A. to act as the Principal
Exchange Agent and Kredietbank S.A. Luxembourgeoisie to act as Luxembourg
{PAGE}
Exchange Agent (collectively the "Exchange Agents") in connection with the
Exchange Offer. Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed thereto in the Prospectus.
The Exchange Offer is expected to be commenced by the Company on or
about January [ ], 2001. The Letter of Transmittal accompanying the Prospectus
(or in the case of book-entry securities, the Automated Tender Offer Program
("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to be used
by the holders of the Old Securities to accept the Exchange Offer and contains
instructions with respect to the delivery of certificates for Old Securities
tendered in connection therewith.
The Exchange Offer shall expire at 5:00 p.m., New York City time, on
February [ ], 2001 or on such subsequent date or time to which the Company may
extend the Exchange Offer (the "Expiration Date"). Subject to the terms and
conditions set forth in the Prospectus, the Company expressly reserves the right
to extend the Exchange Offer from time to time and may extend the Exchange Offer
by giving oral (promptly confirmed in writing) or written notice to you before
9:00 a.m., New York City time, on the business day following the previously
scheduled Expiration Date.
The Company expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Old Securities not
theretofore accepted for exchange, upon the occurrence of any of the conditions
of the Exchange Offer specified in the Prospectus under the caption "The
Exchange Offer -- Expiration Date; Extensions; Amendment; Termination." The
Company will give oral (promptly confirmed in writing) or written notice of any
amendment, termination or nonacceptance to you as promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The Exchange
Offer" or as specifically set forth herein; provided, however, that in no way
will your general duty to act in good faith be discharged by the foregoing.
2. You will establish a book-entry account with respect to the Old
Securities at The Depository Trust Company (the "Book-Entry Transfer Facility")
for purposes of the Exchange Offer within two business days after the date of
the Prospectus, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of the Old
273207
|
Citibank
As referenced in this Exchange Agent Agreement:
Citibank, N.A. – DOCUMENT}
{TYPE}EX-99.3
{SEQUENCE}15
{FILENAME}0015.txt
{DESCRIPTION}EXCHANGE AGENT AGREEMENT
{TEXT}
EXHIBIT 99.3
February [ ], 2001
EXCHANGE AGENT AGREEMENT
------------------------
Citibank, N.A.
111 Wall Street, 5th Floor
New York, New York 10005
Attention: Global Agency & Trust Services
Kredietbank S.A. Luxembourgeoisie
43 Boulevard Royal
_____________
Citibank, N.A. – of the Old
Securities. The Old Securities and the Exchange Securities are collectively
referred to herein as the "Securities".
The Company hereby appoints Citibank, N.A. to act as the Principal
Exchange Agent and Kredietbank S.A. Luxembourgeoisie to act as Luxembourg
{PAGE}
Exchange Agent (collectively the "Exchange
_____________
Citibank, N.A. – Lexington Avenue
New York, New York 10022
Facsimile: (212) 848-7179
Attention: Stephen T. Giove, Esq.
If to the Exchange Agent:
-8-
{PAGE}
Citibank, N.A.
111 Wall Street, 5th Floor
New York, New York 10005
Facsimile: (212) 825-3483
Attention: Global Agency & Trust
Services
28. Unless terminated
_____________
CITIBANK, N.A. – herein provided by signing and returning the enclosed copy.
VIACOM INC.
By:_________________________________
Name:
Title:
Accepted as of the date first above written:
CITIBANK, N.A. , as Exchange Agent
By:___________________________________
Name:
Title:
-10-
{PAGE}
SCHEDULE I
COMPENSATION OF EXCHANGE AGENT:
{/TEXT}
{/DOCUMENT}
_____________
dt 177576
;
Viacom
As referenced in this Exchange Agent Agreement:
Viacom Inc – Attention: Global Agency & Trust Services
Kredietbank S.A. Luxembourgeoisie
43 Boulevard Royal
L-2955 Luxembourg
Attention: Corporate Trust Trustee Administration
Ladies and Gentlemen:
Viacom Inc ., a Delaware corporation (the "Company"), proposes to make
an offer (the "Exchange Offer") to exchange all of its outstanding unregistered
6.40%
_____________
Viacom Inc – of such documents on your
request. All other requests for information relating to the Exchange Offer shall
be directed to the Company, Attention: [ ], Viacom Inc ., 1515 Broadway, New
York, NY 10036.
16. You shall advise by facsimile transmission [ ], of the Company (at
the facsimile number (212) [ ]), and
_____________
Viacom Inc – and shall be given to such party, addressed to it, at its
address or telecopy number set forth below:
If to the Company:
Viacom Inc .
1515 Broadway
New York, NY 10036
Facsimile: (212) 258-
Attention: General Counsel
Copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New
_____________
VIACOM INC – date
hereof.
-9-
{PAGE}
Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
VIACOM INC .
By:_________________________________
Name:
Title:
Accepted as of the date first above written:
CITIBANK, N.A., as Exchange Agent
By:___________________________________
Name:
Title:
-
_____________
dt 182329
;
|
Shearman
As referenced in this Exchange Agent Agreement:
Shearman & Sterling
– set forth below:
If to the Company:
Viacom Inc.
1515 Broadway
New York, NY 10036
Facsimile: (212) 258-
Attention: General Counsel
Copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Facsimile: (212) 848-7179
Attention: Stephen T. Giove, Esq.
If to the Exchange Agent:
-
_____________
dt 171205
;
Kredietbank S.A. Luxembourgeoisie
|
Preview
Full Doc
| 2001 |
Exchange Agent Agreement [Form]
Exchange Agent Agreement [Form] (28K)
Doc #313494: Click preview link for longer preview.
FORM OF EXCHANGE AGENT AGREEMENT
--------------------------------
The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration
Ladies and Gentlemen:
United States Steel LLC, a Delaware limited liability company (the
"Company"), proposes to offer up to $365 million aggregate principal amount of
__% Senior Quarterly Income Debt Securities (SQUIDSSM) due 2031 (the "New
Securities") in exchange (the "Exchange Offers") for an equal face amount of
6.50% Cumulative Convertible Preferred Stock of USX Corporation, 6.75%
Convertible Quarterly Income Preferred Securities of USX Capital Trust I, and
8.75% Cumulative Monthly Income Preferred Shares, Series A, of USX Capital LLC
(collectively, the "Old Securities"). The terms and conditions of the Exchange
Offers as currently contemplated are set forth in a prospectus, dated
___________ (the "Prospectus"), and the related Letters of Transmittal proposed
to be distributed to all record holders of the Old Securities. The Old
Securities and the New Securities are collectively referred to herein as the
"Securities".
The Company hereby appoints The Bank of New York to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offers. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offers are expected to be commenced by the Company on or
about _____________. The Letters of Transmittal accompanying the Prospectus (or
in the case of book-entry securities, the Automated Tender Offer Program
("ATOP") of DTC (as defined below)) is to be used by the holders of the Old
Securities to tender their Old Securities in the Exchange Offers. The
Prospectus and Letters of Transmittal contain instructions with respect to the
tender of Old Securities in the Exchange Offers.
The Exchange Offers shall expire at 5:00 p.m., New York City time, on
_________ or on such subsequent date or time to which the Company may extend the
Exchange Offers (the latest time and date to which the Exchange Offers are
extended are referred to herein as the "Expiration Date"). Subject to the terms
and conditions set forth in the Prospectus, the Company expressly reserves the
right to extend the Exchange Offers from time to time and may extend the
Exchange Offers by giving oral (promptly confirmed in writing) or written notice
to you before 9:00 a.m., New York City time, on the business day following the
previously scheduled Expiration Date.
{PAGE}
The Company expressly reserves the right, in its sole discretion, to
(1) delay accepting any validly tendered Old Securities of any series, or (2)
terminate or amend the Exchange Offers, by giving oral or written notice of such
delay (any such oral notice to be promptly confirmed in writing), termination or
amendment to the Exchange Agent. Any such delay in acceptance, termination or
amendment will be followed as promptly as practicable by a public announcement
thereof.
In addition, the Exchange Offers are subject to a number of conditions
precedent which are specified in the Prospectus under the caption "The Exchange
Offers -- Conditions Precedent to the Exchange Offers."
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The Exchange
Offers" or as specifically set forth herein; provided, however, that in no way
will your general duty to act in good faith be discharged by the foregoing.
2. You will establish book-entry accounts with respect to each series
the Old Securities (the "Accounts") at The Depository Trust Company ("DTC") for
purposes of receiving tenders of Outstanding Securities in the Exchange Offers
within two business days after the date of the Prospectus, and any financial
institution that is a participant in DTC's systems may make book-entry delivery
of the Old Securities by causing DTC to transfer such Old Securities into such
Accounts in accordance with DTC's procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Old Securities (or confirmation of book-entry transfer into
313494
|
US Steel
As referenced in this Exchange Agent Agreement [Form]:
United States Steel LLC, – The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration
Ladies and Gentlemen:
United States Steel LLC, a Delaware limited liability company (the
"Company"), proposes to offer up to $365 million aggregate principal amount of
__% Senior Quarterly Income
_____________
United States Steel LLC
– be given to such party, addressed to it, at its
address or telecopy number set forth below:
-8-
{PAGE}
If to the Company:
United States Steel LLC
600 Grant Street
Pittsburgh, PA 15219-4776
Facsimile: 412-433-1145
Attention: General Counsel
If to the Exchange Agent:
The Bank of
_____________
UNITED STATES STEEL LLC
– PAGE FOLLOWS]
-9-
{PAGE}
Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
UNITED STATES STEEL LLC
By:
----------------------------------------
Name: E.F. Guna
Title: Vice President
Accepted as of the date
first above written:
THE BANK OF NEW YORK, as
_____________
dt 367068
;
|
BNY
As referenced in this Exchange Agent Agreement [Form]:
Bank of New York
– 9
{SEQUENCE}15
{FILENAME}dex999.txt
{DESCRIPTION}EXCHANGE AGENT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 99.9
___________, 20__
FORM OF EXCHANGE AGENT AGREEMENT
--------------------------------
The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration
Ladies and Gentlemen:
United States Steel LLC,
_____________
Bank of New York – the Old Securities. The Old
Securities and the New Securities are collectively referred to herein as the
"Securities".
The Company hereby appoints The Bank of New York to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offers. References
hereinafter to "you" shall refer to The Bank
_____________
Bank of New York. – York to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offers. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offers are expected to be commenced by the Company on or
about _____________. The Letters of Transmittal accompanying the Prospectus (
_____________
Bank of New York
– States Steel LLC
600 Grant Street
Pittsburgh, PA 15219-4776
Facsimile: 412-433-1145
Attention: General Counsel
If to the Exchange Agent:
The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286
Facsimile: 212-815-5915
Attention: Corporate Trust Administration
29. Unless terminated
_____________
BANK OF NEW YORK, – enclosed copy.
UNITED STATES STEEL LLC
By:
----------------------------------------
Name: E.F. Guna
Title: Vice President
Accepted as of the date
first above written:
THE BANK OF NEW YORK, as Exchange Agent
By:
--------------------------------------
Name:
Title:
-10-
{PAGE}
SCHEDULE I
COMPENSATION OF EXCHANGE AGENT:
PLUS _____ PER EXTENSION OF OFFER
PLUS OUT-
_____________
dt 339931
|
Preview
Full Doc
| 2001 |
Exchange Agent Agreement [Form]
Exchange Agent Agreement [Form] (31K)
Doc #349941: Click preview link for longer preview.
__________, 2002
Form of Exchange Agent Agreement
--------------------------------
Wilmington Trust FSB
1100 N. Market Street
Rodney Square North
Wilmington, Delaware 19890
Attention: Corporate Trust Administration
Re: Hanover Equipment Trust 2001A / 8.50% Senior Secured Notes due 2008
-------------------------------------------------------------------
Ladies and Gentlemen:
Hanover Equipment Trust 2001A, a Delaware business trust (the "Issuer"),
proposes to make an offer (the "Exchange Offer") to exchange an aggregate
principal amount of up to $300,000,000 of its outstanding 8.50% Senior Secured
Notes due 2008 (the "Old Notes"), for a like principal amount of the Issuer's
8.50% Senior Secured Notes due 2008, which have been registered under the
Securities Act of 1933, as amended (the "New Notes"). The New Notes are
guaranteed by Hanover Compressor Company, a Delaware corporation ("Hanover"),
and Hanover Compression Limited Partnership, a Delaware limited partnership
("HCLP"; we refer to HCLP and Hanover collectively as the "Guarantors"). The
terms and conditions of the Exchange Offer as currently contemplated are set
forth in a prospectus dated ___________, 2002 (the "Prospectus"), proposed to be
distributed to all record holders of the Old Notes as of __________, 2002. The
Old Notes and the New Notes are collectively referred to herein as the "Notes."
The Issuer hereby appoints Wilmington Trust FSB to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to Wilmington Trust FSB.
The Exchange Offer is expected to be commenced by the Issuer on or about
__________, 2002. The Letter of Transmittal accompanying the Prospectus or, in
the case of book-entry securities, the Automated Tender Offer Program of The
Depository Trust Company (the "Book-Entry Transfer Facility"), are to be used by
the holders of the Old Notes to accept the Exchange Offer, and the Letter of
Transmittal contains instructions with respect to the delivery of certificates
for Old Notes tendered.
The Exchange Offer shall expire at 5:00 P.M., New York City time, on
_________, 2002 or on such later date or time to which the Issuer may extend the
Exchange
{PAGE}
Offer (the "Expiration Date"). Subject to the terms and conditions set forth in
the Prospectus, the Issuer expressly reserves the right to extend the Exchange
Offer from time to time and may extend the Exchange Offer by giving oral
(promptly confirmed in writing) or written notice to you before 9:00 A.M., New
York City time, on the business day following the previously scheduled
Expiration Date.
The Issuer expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Old Notes not theretofore
accepted for exchange. The Issuer will give oral (promptly confirmed in writing)
or written notice of any amendment, termination or nonacceptance to you as
promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus entitled "The Exchange
Offer" and as specifically set forth herein and such duties which are
necessarily incidental thereto; provided, however, that in no way will your
-------- -------
general duty to act in good faith and without gross negligence or willful
misconduct be limited by the foregoing.
2. You will establish an account with respect to the Old Notes at
the Book-Entry Transfer Facility for purposes of the Exchange Offer within two
business days after the date of the Prospectus, or, if you already have
established an account with the Book-Entry Transfer Facility suitable for the
Exchange Offer, you will identify such pre-existing account to be used in the
Exchange Offer, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of the Old
Notes by causing the Book-Entry Transfer Facility to transfer such Old Notes
into your account in accordance with the Book-Entry Transfer Facility's
procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Old Notes and each confirmation of book-entry transfer into
your account at the Book-Entry Transfer Facility and any other documents
delivered or mailed to you by or for holders of the Old Notes to ascertain
whether: (i) the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions set forth
therein and that such book-entry confirmations are in due and proper form and
contain the information required to be set forth therein and (ii) the Old Notes
have otherwise been properly tendered. In each case where the Letter of
Transmittal or any other document has been improperly completed or executed or
where such book-entry confirmations are not in due and proper form or omit
certain information, or where any of the certificates for Old Notes are not in
proper form for transfer or some other irregularity in connection with the
acceptance of the Exchange Offer exists, you will use commercially reasonable
and customary efforts to inform the presenters of the need (i) for fulfillment
of all requirements and (ii) to take any other action as may be necessary or
349941
|
Hanover
As referenced in this Exchange Agent Agreement [Form]:
Hanover Compression Limited – 2008, which have been registered under the
Securities Act of 1933, as amended (the "New Notes"). The New Notes are
guaranteed by Hanover Compressor Company, a Delaware corporation ("Hanover"),
and Hanover Compression Limited Partnership, a Delaware limited partnership
("HCLP"; we refer to HCLP and Hanover collectively as the "Guarantors"). The
terms and conditions of the Exchange Offer as currently contemplated are set
forth
_____________
Hanover Compression Limited – to: Latham & Watkins
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S. Meller, Esq.
Telecopy No.: 312-993-9767
If to HCLP, to it at: Hanover Compression Limited Partnership
12001 North Houston Rosslyn
Houston, Texas 77806
Attention: Chief Financial Officer
Telecopy No.: 281-447-8781
8
{PAGE}
with a copy to: Latham & Watkins
Sears Tower, Suite 5800
233
_____________
HANOVER COMPRESSION LIMITED
– and returning the enclosed copy.
HANOVER EQUIPMENT TRUST 2001A
By: Wilmington Trust Company, not
individually but solely as Trustee
By: ______________________________
Name:
Title:
HANOVER COMPRESSOR COMPANY
By: __________________________________
Name:
Title:
HANOVER COMPRESSION LIMITED
PARTNERSHIP
By: __________________________________
Name:
Title:
Accepted as of the date
first above written:
WILMINGTON TRUST FSB,
as Exchange Agent
By: ____________________________
Name:
Title:
10
{/TEXT}
{/DOCUMENT}
_____________
dt 1540430
;
|
Latham & Watkins
As referenced in this Exchange Agent Agreement [Form]:
Latham &
Watkins – Attention:
Secretary.
18. You shall advise by facsimile transmission or telephone, and
promptly thereafter confirm in writing to, Bradley C. Faris, Esq. of Latham &
Watkins , 233 South Wacker Drive, Suite 5800, Chicago, IL 60606, (312) 876-6514
(phone), (312) 993-9767 (fax), and such other person or
_____________
Latham & Watkins – Hanover Compressor Company
12001 North Houston Rosslyn
Houston, Texas 77806
Attention: Chief Financial Officer
Telecopy No.: 281-447-8781
with a copy to: Latham & Watkins
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S. Meller, Esq.
Telecopy No.: 312-993-9767
If
_____________
Latham & Watkins – Partnership
12001 North Houston Rosslyn
Houston, Texas 77806
Attention: Chief Financial Officer
Telecopy No.: 281-447-8781
8
{PAGE}
with a copy to: Latham & Watkins
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Richard S. Meller, Esq.
Telecopy No.: 312-993-9767
If
_____________
dt 722993
|
Preview
Full Doc
| 2001 |
Exchange Agent Agreement [Form]
Exchange Agent Agreement [Form] (29K)
Doc #354405: Click preview link for longer preview.
FORM OF EXCHANGE AGENT AGREEMENT
The Bank of New York
Reorganization Unit
101 Barclay Street - 7E
New York, New York 10286
Attention: Santino Ginocchietti
Ladies and Gentlemen:
FedEx Corporation, a Delaware corporation (the "Company"), proposes to make
an offer (the "Exchange Offer") to exchange up to $250,000,000 principal amount
of its 6 5/8% notes due 2004, $250,000,000 principal amount of its 6 7/8% notes
due 2006 and $250,000,000 principal amount of its 7 1/4% notes due 2011 (the
"New Notes") for a like principal amount of its respective outstanding 6 5/8%
notes due 2004, 6 7/8% notes due 2006 and 7 1/4% notes due 2011 (the "Old
Notes"). The terms and conditions of the Exchange Offer are set forth in a
Prospectus (the "Prospectus") included in the Company's registration statement
on Form S-4 (File No. 333- ), as it may be amended from time to time (the
"Registration Statement"), filed with the Securities and Exchange Commission,
and proposed to be distributed to all record holders of the Old Notes. The Old
Notes and the New Notes are collectively referred to herein as the "Notes."
Capitalized terms used herein and not defined shall have the respective meanings
ascribed to them in the Prospectus or accompanying Letter of Transmittal.
The Company hereby appoints The Bank of New York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company on or about ,
2001. The Letter of Transmittal accompanying the Prospectus (or in the case of
book entry securities, either the Letter of Transmittal or the Automated Tender
Offer Program ("ATOP") system) is to be used by the holders of the Old Notes to
accept the Exchange Offer and contains instructions with respect to the delivery
of certificates for Old Notes tendered.
The Exchange Offer shall expire at 5:00 P.M., New York City time, on ,
2001, or on such later date or time to which the Company may extend the Exchange
Offer (the "Expiration Date"). Subject to the terms and conditions set forth in
the Prospectus, the Company expressly reserves the right to extend the Exchange
Offer from time to time and may extend the Exchange Offer by giving oral
(confirmed in writing) or written notice to you before 9:00 A.M., New York City
time, on the next business day after the previously scheduled Expiration Date.
The Company expressly reserves the right, in its sole discretion, to amend
or terminate the Exchange Offer, and not to accept for exchange any Old Notes
not theretofore accepted for exchange. The Company will give oral (confirmed in
writing) or written notice of any amendment, termination or nonacceptance to you
as promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in accordance
with the following instructions:
1. You will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned "The Exchange Offer," in
the Letter of Transmittal accompanying the Prospectus or as
{PAGE}
specifically set forth herein; provided, however, that in no way will your
general duty to act in good faith and without gross negligence or willful
misconduct be limited by the foregoing.
2. You will establish an account with respect to the Old Notes at The
Depository Trust Company ("DTC") for purposes of the Exchange Offer within two
business days after the date of the Prospectus, and any financial institution
that is a participant in DTC's systems may, until the Expiration Date, make
book-entry delivery of the Old Notes by causing DTC to transfer such Old Notes
into your account in accordance with DTC's procedures for such transfer. In
every case, however, a Letter of Transmittal (or a manually executed facsimile
thereof) or an agent's message, properly completed and duly executed, with any
required signature guarantees and any other required documents must be
transmitted to and received by you prior to the Expiration Date or the
guaranteed delivery procedures described in the Letter of Transmittal must be
complied with.
354405
|
BNY
As referenced in this Exchange Agent Agreement [Form]:
Bank of New York
– {DOCUMENT}
{TYPE}EX-99.3
{SEQUENCE}14
{FILENAME}apr3001_ex9903.txt
{TEXT}
EXHIBIT 99.3
, 2001
FORM OF EXCHANGE AGENT AGREEMENT
The Bank of New York
Reorganization Unit
101 Barclay Street - 7E
New York, New York 10286
Attention: Santino Ginocchietti
Ladies and Gentlemen:
FedEx Corporation, a Delaware corporation (
_____________
Bank of New York – not defined shall have the respective meanings
ascribed to them in the Prospectus or accompanying Letter of Transmittal.
The Company hereby appoints The Bank of New York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank
_____________
Bank of New York. – York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company on or about ,
2001. The Letter of Transmittal accompanying the Prospectus (
_____________
Bank of New York
– Beshar, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Telecopy (212) 450-4800
If to the Exchange Agent, to:
The Bank of New York
Reorganization Unit
101 Barclay Street - 7E
New York, New York 10286
Telephone: (212) 815-6331
Telecopy: (212) 815-6339
Attention: Santino Ginocchietti
_____________
BANK OF NEW YORK, – herein provided by signing and returning the enclosed copy.
FEDEX CORPORATION
By:
---------------------------------------------
Name:
Title:
Accepted as of the date first above written:
THE BANK OF NEW YORK,
AS EXCHANGE AGENT
By:
-------------------------------
Name:
Title:
8
{PAGE}
FEE SCHEDULE FOR
EXCHANGE AGENT SERVICES
Covers review of the Letter of Transmittal, DTC
_____________
dt 708481
;
|
Davis Polk
As referenced in this Exchange Agent Agreement [Form]:
Davis Polk & Wardwell
– Grove Road
Memphis, Tennessee 38120
Telephone: (901) 818-7040
Telecopy: (901) 818-7121
Attention: Charles M. Buchas, Jr.
Corporate Vice President and Treasurer
with a copy to:
Sarah Beshar, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Telecopy (212) 450-4800
If to the Exchange Agent, to:
The Bank of New York
Reorganization Unit
101 Barclay Street - 7E
New
_____________
dt 739879
|
Preview
Full Doc
| 2001 |
Exchange Agent Agreement
Exchange Agent Agreement (24K)
Doc #406334: Click preview link for longer preview.
EXCHANGE AGENT AGREEMENT
May __, 2001
The Bank of New York
Corporate Trust Trustee Administration
101 Barclay Street - 21st Floor
New York, New York 10286
Ladies and Gentlemen:
CSC Holdings, Inc., a Delaware corporation (the "Company"), has made an
offer (the "Exchange Offer") to exchange its 7 5/8% Senior Notes due 2011 (the
"Existing Notes") for 7 5/8% Series B Senior Notes due 2011 (the "New Notes").
The terms and conditions of the Exchange Offer as currently contemplated are set
forth in a prospectus, dated May __, 2001 (the "Prospectus"), proposed to be
distributed to all record holders of the Existing Notes. The Existing Notes and
the New Notes are collectively referred to herein as the "Notes."
The Company hereby appoints The Bank of New York to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company on or
about May __, 2001. The Letter of Transmittal accompanying the Prospectus (or in
the case of book entry securities, the ATOP system) is to be used by the holders
of the Existing Notes to accept the Exchange Offer and contains instructions
with respect to the delivery of certificates for Existing Notes tendered in
connection therewith.
The Exchange Offer shall expire at 5:00 P.M., New York City time, on
the 30th day following its commencement or on such later date or time to which
the Company may extend the Exchange Offer (the "Expiration Date"). Subject to
the terms and conditions set forth in the Prospectus, the Company expressly
reserves the right to extend the Exchange Offer from time to time and may extend
the Exchange Offer by giving oral (confirmed in writing) or written notice to
you before 9:00 A.M., New York City time, on the business day following the
previously scheduled Expiration Date.
The Company expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Existing Notes not
theretofore accepted for exchange, upon the occurrence of any of the conditions
of the Exchange Offer specified in the Prospectus under the caption "The
Exchange Offer -- Expiration Date" and "The Exchange Offer--We Can Amend or
Extend the Exchange Offer." The Company shall give oral (confirmed in writing)
or written notice of any amendment, termination or nonacceptance to you as
promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
{PAGE} 2
1. You will perform such duties and only such duties as are
specifically set forth in the sections of the Prospectus captioned "The Exchange
Offer" and "How to Tender Your Old Notes," in the Letter of Transmittal
accompanying the Prospectus or as specifically set forth herein; provided,
however, that in no way will your general duty to act in good faith be
discharged by the foregoing.
2. You will establish an account with respect to the Existing Notes at
The Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility") for
purposes of the Exchange Offer within two business days after the date of the
Prospectus, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of the
Existing Notes by causing the Book-Entry Transfer Facility to transfer such
Existing Notes into your account in accordance with the Book-Entry Transfer
Facility's procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Existing Notes (or confirmation of book-entry transfer into
your account at the Book-Entry Transfer Facility) and any other documents
delivered or mailed to you by or for holders of the Existing Notes to ascertain
whether: (a) the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions set forth
therein and (b) the Existing Notes have otherwise been properly tendered. In
each case where the Letter of Transmittal or any other document has been
improperly completed or executed or any of the certificates for Existing Notes
406334
|
CSC Holdings
As referenced in this Exchange Agent Agreement:
CSC Holdings, Inc – 99.3
EXCHANGE AGENT AGREEMENT
May __, 2001
The Bank of New York
Corporate Trust Trustee Administration
101 Barclay Street - 21st Floor
New York, New York 10286
Ladies and Gentlemen:
CSC Holdings, Inc ., a Delaware corporation (the "Company"), has made an
offer (the "Exchange Offer") to exchange its 7 5/8% Senior Notes due 2011 (the
"Existing Notes") for 7 5/8%
_____________
CSC Holdings, Inc – in writing (including
facsimile or similar writing) and shall be given to such party, addressed to it,
at its address or telecopy number set forth below:
If to the Company:
CSC Holdings, Inc .
1111 Stewart Avenue
Bethpage, New York 11714
Facsimile: (516) 803-2577
Attention: Legal Department
with a copy to:
John P. Mead
Sullivan & Cromwell
125 Broad Street
New York, New
_____________
CSC HOLDINGS, INC – binding and effective as of the date
hereof.
-7-
{PAGE} 8
Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
CSC HOLDINGS, INC .
By: __________________________
Name:
Title:
Accepted as of the date first above written.
THE BANK OF NEW YORK, as Exchange Agent
By: _________________________________
Name:
Title:
-8-
{PAGE} 9
Schedule I
_____________
dt 1411265
;
BNY
As referenced in this Exchange Agent Agreement:
Bank of New York
– DOCUMENT}
{TYPE}EX-99.3
{SEQUENCE}11
{FILENAME}y48336ex99-3.txt
{DESCRIPTION}FORM OF EXCHANGE AGENT AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 99.3
EXCHANGE AGENT AGREEMENT
May __, 2001
The Bank of New York
Corporate Trust Trustee Administration
101 Barclay Street - 21st Floor
New York, New York 10286
Ladies and Gentlemen:
CSC Holdings, Inc., a Delaware corporation (the "Company"), has made an
offer (
_____________
Bank of New York – be
distributed to all record holders of the Existing Notes. The Existing Notes and
the New Notes are collectively referred to herein as the "Notes."
The Company hereby appoints The Bank of New York to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is
_____________
Bank of New York. – Company hereby appoints The Bank of New York to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company on or
about May __, 2001. The Letter of Transmittal accompanying the Prospectus (or in
the case of
_____________
Bank of New York
– Attention: Legal Department
with a copy to:
John P. Mead
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Facsimile: (212) 558-3588
If to the Exchange Agent:
The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286
Facsimile: (212) 815-5915
Attention: Corporate Trust Administration
29. Unless terminated earlier by the parties hereto, this Agreement
_____________
BANK OF NEW YORK, – Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
CSC HOLDINGS, INC.
By: __________________________
Name:
Title:
Accepted as of the date first above written.
THE BANK OF NEW YORK, as Exchange Agent
By: _________________________________
Name:
Title:
-8-
{PAGE} 9
Schedule I
EXCHANGE AGENT FEE . . . . . . . . . . . . . . . . . . . . . $[|-|]
Services Include:
- Receive and process Letters of Transmittal
- Data entry and processing
- Calculation of
_____________
dt 1007110
;
|
Sullivan
As referenced in this Exchange Agent Agreement:
Sullivan & Cromwell
– forth below:
If to the Company:
CSC Holdings, Inc.
1111 Stewart Avenue
Bethpage, New York 11714
Facsimile: (516) 803-2577
Attention: Legal Department
with a copy to:
John P. Mead
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Facsimile: (212) 558-3588
If to the Exchange Agent:
The Bank of New York
101 Barclay Street
Floor 21 West
New
_____________
dt 1041342
|
Preview
Full Doc
| 2001 |
Exchange Agent Agreement
Exchange Agent Agreement (25K)
Doc #422878: Click preview link for longer preview.
EXCHANGE AGENT AGREEMENT
HSBC Bank USA
Issuer Services
452 Fifth Avenue
New York, New York 10018-2706
Ladies and Gentlemen:
Magellan Health Services, Inc., (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $250,000,000 aggregate principal amount of its 93/8% Senior Notes due 2007 (the "Exchange Notes") for a like principal amount of its outstanding 93/8% Senior Notes due 2007 (the "Initial Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the "Prospectus" included in . . .
422878
|
Magellan Health
As referenced in this Exchange Agent Agreement:
Magellan Health Services, Inc – here to rapidly navigate through this document
Exhibit 99(e)
EXCHANGE AGENT AGREEMENT
HSBC Bank USA
Issuer Services
452 Fifth Avenue
New York, New York 10018-2706
Ladies and Gentlemen:
Magellan Health Services, Inc ., (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $250,000,000 aggregate principal amount of its 93/8% Senior Notes due 2007 (the "
_____________
Magellan Health Services, Inc – hereunder shall be in writing (including facsimile) and shall be given to such party, addressed to it, as its address or telecopy number set forth below:
If to the Company:
Magellan Health Services, Inc .
6950 Columbia Gateway Drive
Columbia, Maryland 21046
Facsimile: (410) 953-5215
Attention: Mark S. Demilio
With a copy to:
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York,
_____________
MAGELLAN HEALTH SERVICES, INC – Agreement shall be binding and effective as of the date hereof.
Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy.
MAGELLAN HEALTH SERVICES, INC .
By:
Name:
Title:
Accepted as of the date
first above written:
HSBC BANK USA
By:
Name: Frank J. Godino
Title: Vice President
7
Schedule I
Exchange Agency
Fee Schedule
_____________
dt 1550844
;
|
Cleary Gottlieb
As referenced in this Exchange Agent Agreement:
Cleary, Gottlieb – set forth below:
If to the Company:
Magellan Health Services, Inc.
6950 Columbia Gateway Drive
Columbia, Maryland 21046
Facsimile: (410) 953-5215
Attention: Mark S. Demilio
With a copy to:
Cleary, Gottlieb , Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Facsimile: (212) 225-3999
Attention: Stephen H. Shalen
6
If to the Exchange Agent:
HSBC Bank USA
Issuer
_____________
dt 1401694
|
Preview
Full Doc
| 2000 |
Exchange Agent Agreement
Exchange Agent Agreement (23K)
Doc #214912: Click preview link for longer preview.
[________] [__], 2000
EXCHANGE AGENT AGREEMENT
The Bank of New York
Corporate Trust Trustee Administration
101 Barclay Street - 21st Floor
New York, New York 10286
Ladies and Gentlemen:
Tenet Healthcare Corporation (the "COMPANY") proposes to make
an offer (the "EXCHANGE OFFER") to exchange $400,000,000 aggregate principal
amount of its 9-1/4% Series A Senior Notes due 2010 (the "OLD SECURITIES") for
its 9-1/4% Series B Senior Notes due 2010 (the "NEW SECURITIES"). The terms and
conditions of the Exchange Offer as currently contemplated are set forth in a
prospectus dated [________] [__], 2000 (the "PROSPECTUS"), proposed to be
distributed to all record holders of the Old Securities. The Old Securities and
the New Securities are collectively referred to herein as the "SECURITIES."
The Company hereby appoints The Bank of New York to act as
exchange agent (the "EXCHANGE AGENT") in connection with the Exchange Offer.
References hereinafter to "YOU" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company
on or about [________] [__], 2000. The Letter of Transmittal accompanying the
Prospectus (or in the case of book entry securities, the ATOP system) is to be
used by the holders of the Old Securities to accept the Exchange Offer and
contains instructions with respect to the delivery of certificates for Old
Securities tendered in connection therewith.
The Exchange Offer shall expire at 5:00 P.M., New York City
time, on [________] [__], 2000 or on such later date or time to which the
Company may extend the Exchange Offer (the "EXPIRATION DATE"). Subject to the
terms and conditions set forth in the Prospectus, the Company expressly reserves
the right to extend the Exchange Offer from time to time and may extend the
Exchange Offer by giving oral (confirmed in writing) or written notice to you
before 9:00 a.m., New York City time, on the business day following the
previously scheduled Expiration Date.
The Company expressly reserves the right to amend or terminate
the Exchange Offer, and not to accept for exchange any Old Securities not
theretofore accepted for exchange, upon the occurrence of any of the events in
the Prospectus under the caption "The Exchange Offer -- Conditions to the
Exchange Offer." The Company will give oral (confirmed in writing) or written
notice of any amendment, termination or nonacceptance to you as promptly as
practicable.
214912
|
Tenet Healthcare
As referenced in this Exchange Agent Agreement:
tenet healthcare – Trustee Administration
101 Barclay Street - 21st Floor
New York, New York 10286
Ladies and Gentlemen:
Tenet Healthcare Corporation (the "COMPANY") proposes to make
an offer (the "EXCHANGE OFFER") to exchange $400,000,
tenet healthcare – to it, at its
address or telecopy number set forth below:
If to the Company:
Tenet Healthcare Corporation
3820 State Street
Santa Barbara, CA 93105
Facsimile: (805) 563-7085
Attention: General Counsel
tenet healthcare – this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
TENET HEALTHCARE CORPORATION
By:_________________________
Name:_______________________
Title:______________________
Accepted as of the date first above written:
dt 14462
;
|
BNY
As referenced in this Exchange Agent Agreement:
bank of new york
– EXHIBIT 99.6
{TEXT}
{PAGE}
EXHIBIT 99.6
[________] [__], 2000
EXCHANGE AGENT AGREEMENT
The Bank of New York
Corporate Trust Trustee Administration
101 Barclay Street - 21st Floor
New York, New York 10286
bank of new york – New Securities are collectively referred to herein as the "SECURITIES."
The Company hereby appoints The Bank of New York to act as
exchange agent (the "EXCHANGE AGENT") in connection with the Exchange Offer.
References
bank of new york. – AGENT") in connection with the Exchange Offer.
References hereinafter to "YOU" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company
on or about [
bank of new york
– CA 93105
Facsimile: (805) 563-7085
Attention: General Counsel
If to the Exchange Agent:
The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286
Facsimile: (212) 815-
bank of new york, – By:_________________________
Name:_______________________
Title:______________________
Accepted as of the date first above written:
THE BANK OF NEW YORK, as Exchange Agent
By:___________________________
Name:_________________________
Title:________________________
8
{/TEXT}
{/DOCUMENT}
dt 14749
|
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| 2000 |
Exchange Agent Agreement
Exchange Agent Agreement (48K)
Doc #344152: Click preview link for longer preview.
October 26, 2000
EXCHANGE AGENT AGREEMENT
The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Trustee Administration
Ladies and Gentlemen:
Flowserve Corporation, a New York corporation (the "Company"),
proposes to make an offer (the "Exchange Offer") to exchange all of its
outstanding 121/4% Senior Subordinated Notes due 2010 (the "Old Securities") for
its 121/4% Senior Subordinated Notes due 2010 (the "New Securities"). The terms
and conditions of the Exchange Offer as currently contemplated are set forth in
a prospectus, dated October 30, 2000 (the "Prospectus"), proposed to be
distributed to all record holders of the Old Securities. The Old Securities and
the New Securities are collectively referred to herein as the "Securities".
The Company hereby appoints The Bank of New York to act as
exchange agent (the "Exchange Agent") in connection with the Exchange Offer.
References hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company
on or about October 30, 2000. The Letter of Transmittal accompanying the
Prospectus (or in the case of book-entry securities, the Automated Tender Offer
Program ("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to
be used by the holders of the Old Securities to accept the Exchange Offer and
contains instructions with respect to the delivery of certificates for Old
Securities tendered in connection therewith.
The Exchange Offer shall expire at 12:00 p.m., New York City
time (5:00 p.m. London time), on November 28, 2000 or on such subsequent date or
time to which the Company may extend the Exchange Offer (the "Expiration Date").
Subject to the terms and conditions set forth in the Prospectus, the Company
expressly reserves the right to extend the Exchange Offer from time to time and
may extend the Exchange Offer by giving oral (promptly confirmed in writing) or
written notice to you before 9:00 a.m., New York City time, on the business day
following the previously scheduled Expiration Date.
The Company expressly reserves the right to amend or terminate
the Exchange Offer, and not to accept for exchange any Old Securities not
theretofore
{PAGE} 2
accepted for exchange, upon the occurrence of any of the conditions of the
Exchange Offer specified in the Prospectus under the captions "The Exchange
Offer -- Expiration Date; Extensions; Amendments" and "The Exchange Offer --
Termination." The Company will give oral (promptly confirmed in writing) or
written notice of any amendment, termination or nonacceptance to you as promptly
as practicable.
In carrying out your duties as Exchange Agent, you are to act
in accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The Exchange
Offer" or as specifically set forth herein; provided, however, that in no way
will your general duty to act in good faith be discharged by the foregoing.
2. You will establish a book-entry account with respect to the
Old Securities at The Depository Trust Company (the "Book-Entry Transfer
Facility") for purposes of the Exchange Offer within two business days after the
date of the Prospectus, and any financial institution that is a participant in
the Book-Entry Transfer Facility's systems may make book-entry delivery of the
Old Securities by causing the Book-Entry Transfer Facility to transfer such Old
Securities into your account in accordance with the Book-Entry Transfer
Facility's procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Old Securities (or confirmation of book-entry transfer into
your account at the Book-Entry Transfer Facility) and any other documents
delivered or mailed to you by or for holders of the Old Securities to ascertain
whether: (i) the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions set forth
therein; and (ii) the Old Securities have otherwise been properly tendered. In
each case where the Letter of Transmittal or any other document has been
improperly completed or executed or any of the certificates for Old Securities
are not in proper form for transfer or some other irregularity in connection
with the acceptance of the Exchange Offer exists, you will endeavor to inform
the presenters of the need for fulfillment of all requirements and to take any
other action as may be reasonably necessary or advisable to cause such
irregularity to be corrected.
4. With the approval of the President or any Vice President of
the Company (such approval, if given orally, to be promptly confirmed in
writing) or any other party designated in writing, by such an officer, you are
authorized to waive any irregularities in connection with any tender of Old
Securities pursuant to the Exchange Offer.
5. Tenders of Old Securities may be made only as set forth in
the Letter of Transmittal and in the sections of the Prospectus captioned "The
Exchange Offer -- Procedures for Tendering", and "The Exchange Offer --
Guaranteed Delivery Procedures for Outstanding Dollar Notes", and Old Securities
shall be considered
-2-
{PAGE} 3
properly tendered to you only when tendered in accordance with the procedures
set forth therein.
Notwithstanding the provisions of this Section 5, Old
Securities which the President, Senior Vice President, or any Vice President of
the Company shall approve as having been properly tendered shall be considered
to be properly tendered (such approval, if given orally, shall be promptly
confirmed in writing).
6. You shall advise the Company with respect to any Old
Securities received subsequent to the Expiration Date and accept its
instructions with respect to disposition of such Old Securities.
7. You shall accept tenders:
(a) in cases where the Old Securities are registered in two or
more names only if signed by all named holders;
(b) in cases where the signing person (as indicated on the
Letter of Transmittal) is acting in a fiduciary or a representative capacity
only when proper evidence of his or her authority so to act is submitted; and
344152
|
BNY
As referenced in this Exchange Agent Agreement:
Bank of New York
– FILENAME}d80239a1ex99-5.txt
{DESCRIPTION}FORM OF EXCHANGE AGENT AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 99.5
October 26, 2000
EXCHANGE AGENT AGREEMENT
The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Trustee Administration
Ladies and Gentlemen:
Flowserve Corporation, a
_____________
Bank of New York – the Old Securities. The Old Securities and
the New Securities are collectively referred to herein as the "Securities".
The Company hereby appoints The Bank of New York to act as
exchange agent (the "Exchange Agent") in connection with the Exchange Offer.
References hereinafter to "you" shall refer to The Bank
_____________
Bank of New York. – York to act as
exchange agent (the "Exchange Agent") in connection with the Exchange Offer.
References hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company
on or about October 30, 2000. The Letter of Transmittal accompanying
_____________
Bank of New York
– 599 Lexington Avenue
New York, New York 10022
Facsimile: (212) 848-7179
Attention: Christopher C. Paci, Esq.
If to the Exchange Agent:
The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286
Facsimile: (212) 815-5915
Attention: Corporate Trust Trustee
Administration
28. Unless
_____________
BANK OF NEW YORK, – RENEE J. HORNBAKER
----------------------
Name: Renee J. Hornbaker
Title: Vice President
and Chief
Financial Officer
Accepted as of the date
first above written:
THE BANK OF NEW YORK, as Exchange Agent
By: /s/ LUIS PEREZ
--------------------------
Name: Luis Perez
Title: Assistant Vice President
10
{PAGE} 11
SCHEDULE I
COMPENSATION OF EXCHANGE
_____________
dt 708983
;
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Shearman
As referenced in this Exchange Agent Agreement:
Shearman & Sterling
– number set forth below:
If to the Company:
Flowserve Corporation
222 West Las Colinas Boulevard
Suite 1500
Irving, TX 75039
Facsimile: (972) 443-6821
Attention: Renee J. Hornbaker
Copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Facsimile: (212) 848-7179
Attention: Christopher C. Paci, Esq.
If to the Exchange Agent:
The Bank of New York
101 Barclay
_____________
Shearman & Sterling
– The Netherlands
Facsimile:
Attention: Managing Director
Copy to:
Flowserve Corporation
222 West Las Colinas Boulevard
Suite 1500
Irving, TX 75039
Facsimile: (972) 443-6821
Attention: Renve J. Hornbaker
Copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Facsimile: (212) 848-7179
Attention: Christopher C. Paci, Esq.
If to the Exchange Agent:
The Bank of New York
101 Barclay
_____________
dt 750053
|
Preview
Full Doc
| 2000 |
Exchange Agent Agreement [Form]
Exchange Agent Agreement [Form] (30K)
Doc #367333: Click preview link for longer preview.
November __, 2000
FORM OF EXCHANGE AGENT AGREEMENT
The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Trustee Administration
Ladies and Gentlemen:
International Paper Company, a corporation duly organized and existing
under the laws of the State of New York (the "Company"), proposes to make an
offer (the "Exchange Offer") to exchange up to $800,000,000 principal amount of
its New Floating Rate Notes due July 8, 2002, $1,200,000,000 principal amount
of its New 8% Notes due July 8, 2003 and $1,000,000,000 principal amount of its
New 8 1/8% Notes due July 8, 2005 (collectively, the "New Notes"), for a like
principal amount of its respective outstanding Floating Rate Notes due July 8,
2002, 8% Notes due July 8, 2003 and 8 1/8% Notes due July 8, 2005 (collectively,
the "Old Notes"). The terms and conditions of the Exchange Offer are set forth
in a Prospectus (the "Prospectus") included in the Company's registration
statement on Form S-4 (File No. 333-48434), as it may be amended from time to
time (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "SEC"), and proposed to be distributed to all record holders of
the Old Notes. The Old Notes and the New Notes are collectively referred to
herein as the "Notes." Capitalized terms used herein and not defined shall have
the respective meanings ascribed to them in the Prospectus or accompanying
Letter of Transmittal.
The Company hereby appoints The Bank of New York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company on or about
November 20, 2000. The Letter of Transmittal accompanying the Prospectus (or in
the case of book entry securities, either the Letter of Transmittal or the
Automated Tender Offer Program ("ATOP") system) is to be used by the holders of
the Old Notes to accept the Exchange Offer and contains instructions with
respect to the delivery of certificates for Old Notes tendered.
{PAGE}
The Exchange Offer shall expire at 5:00 P.M., New York City time, on
December 19, 2000, or on such later date or time to which the Company may
extend the Exchange Offer (the "Expiration Date"). Subject to the terms and
conditions set forth in the Prospectus, the Company expressly reserves the
right to extend the Exchange Offer from time to time and may extend the
Exchange Offer by giving oral (confirmed in writing) or written notice to you
before 9:00 A.M., New York City time, on the next business day after the
previously scheduled Expiration Date.
The Company expressly reserves the right, in its sole discretion, to amend
or terminate the Exchange Offer, and not to accept for exchange any Old Notes
not theretofore accepted for exchange. The Company will give oral (confirmed in
writing) or written notice of any amendment, termination or nonacceptance to
you as promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned "The Exchange Offer," in
the Letter of Transmittal accompanying the Prospectus or as specifically set
forth herein; provided, however, that in no way will your general duty to act
in good faith and without gross negligence or willful misconduct be limited by
the foregoing.
2. You will establish an account with respect to the Old Notes at The
Depository Trust Company ("DTC") for purposes of the Exchange Offer within two
business days after the date of the Prospectus, and any financial institution
that is a participant in DTC's systems may, until the Expiration Date, make
book- entry delivery of the Old Notes by causing DTC to transfer such Old Notes
into your account in accordance with DTC's procedures for such transfer. In
every case, however, a Letter of Transmittal (or a manually executed facsimile
thereof) or an agent's message, properly completed and duly executed, with any
required signature guarantees and any other required documents must be
367333
|
BNY
As referenced in this Exchange Agent Agreement [Form]:
Bank of New York
– {DOCUMENT}
{TYPE}EX-99.3
{SEQUENCE}3
{FILENAME}0003.txt
{TEXT}
November __, 2000
FORM OF EXCHANGE AGENT AGREEMENT
The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Trustee Administration
Ladies and Gentlemen:
International Paper Company, a corporation duly organized and existing
under the laws of
_____________
Bank of New York – the "Notes." Capitalized terms used herein and not defined shall have
the respective meanings ascribed to them in the Prospectus or accompanying
Letter of Transmittal.
The Company hereby appoints The Bank of New York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is
_____________
Bank of New York. – Company hereby appoints The Bank of New York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company on or about
November 20, 2000. The Letter of Transmittal accompanying the Prospectus (or in
the case of
_____________
Bank of New York, – Wardwell
450 Lexington Avenue
New York, NY 10017
Telephone: (212) 450-4000
Fax No.: (212) 450-4800
Attention: Francis J. Morison
10
{PAGE}
If to the Exchange Agent, to:
The Bank of New York,
101 Barclay Street
New York, New York 10286,
Telephone: (800) 438-5473
Fax No.: (212) 815-5915
Attention: Corporate Trust Trustee Administration
31. Unless terminated earlier by the parties
_____________
BANK OF NEW YORK, – this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.
INTERNATIONAL PAPER COMPANY
By:
----------------------------
Name:
Title:
Accepted as of the date
first above written:
THE BANK OF NEW YORK,
as Exchange Agent
By:
---------------------------
Name:
Title:
12
{PAGE}
FEE SCHEDULE FOR
EXCHANGE AGENT SERVICES
Covers review of the Letter of Transmittal, DTC ATOP voluntary
offering instruction ("VOI"), the Exchange
_____________
dt 1583198
;
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Davis Polk
As referenced in this Exchange Agent Agreement [Form]:
Davis Polk & Wardwell
– to the Company, to:
International Paper Company
Two Manhattanville Road
Purchase, New York 10577
Telephone: (914) 297-1500
Fax No. (914) 397-1505
Attention: The Secretary
with a copy to:
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Telephone: (212) 450-4000
Fax No.: (212) 450-4800
Attention: Francis J. Morison
10
{PAGE}
If to the Exchange Agent, to:
The
_____________
dt 1439941
|