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Exchange Agent Agreement [Form]
Exchange Agent Agreement [Form] (31K)
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________ __, 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
81/8% 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-______), 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 ______ __, 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
_______ __, 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
transmitted to and received by you prior to the Expiration Date or the
guaranteed delivery procedures described in the Exchange Offer must be complied
with.
3. You are to examine each of the Letters of Transmittal and
certificates for Old Notes (and confirmation of book-entry transfers of Old
Notes into your account at DTC) 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, certificates and any such other documents are duly executed and
properly completed in accordance with instructions set forth therein and that
such Book-
2
{PAGE}
Entry Confirmations are in due and proper form and contain the information
required to be set forth therein, (ii) the Old Notes have otherwise been
properly tendered, (iii) the Old Notes tendered in part are tendered in
principal amounts of $[100,000] and integral multiples of $1,000 in excess
thereof and that if any Old Notes are tendered for exchange in part, the
367350
|
 BNY
As referenced in this Exchange Agent Agreement [Form]:
Bank of New York
– {DOCUMENT}
{TYPE}EX-99.3
{SEQUENCE}16
{FILENAME}0016.txt
{DESCRIPTION}FORM OF EXCHANGE AGENT AGREEMENT
{TEXT}
Exhibit 99.3
________ __, 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 ______ __, 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
32. 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 1583203
;
|
 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 1439943
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Preview
Full Doc
| 2000 |
Exchange Agent Agreement [Form]
Exchange Agent Agreement [Form] (34K)
Doc #397246: Click preview link for longer preview.
August , 2000
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--Global Finance Unit
Ladies and Gentlemen:
Tyco International Group S.A., a Luxembourg corporation (the "Company")
proposes to make an offer (the "Exchange Offer") to exchange all of its
outstanding Euro 600,000,000, 6 1/8% Notes Due 2007 (the "Old Notes") for its
Euro 600,000,000, 6 1/8% Notes Due 2007 (the "New Notes"). The terms and
conditions of the Exchange Offer as currently contemplated are set forth in a
prospectus, dated August . , 2000 (the "Prospectus") included in the Company's
registration statement on Form S-4 (File No. 333-42128), 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".
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 to be commenced by the Company on or about August .,
2000. In the case of Depository Trust Company ("DTC") participants, 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
Notes to accept the Exchange Offer and contains instructions with respect to
the delivery of certificates for Old Notes tendered in connection therewith.
Participants in the systems of Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System ("Euroclear") or
Clearstream Banking, societe anonyme, Luxembourg ("Clearstream, Luxembourg"),
are required to use book-entry transfer pursuant to the standard operating
procedures of Euroclear or Clearstream, Luxembourg to accept the Exchange Offer
and to tender their Old Notes, and to transmit a computer-generated message to
Euroclear or Clearstream, Luxembourg, as the case may be, in lieu of a Letter
of Transmittal by which the holders of the Old Notes must tender their Old
Notes in the Exchange Offer.
The Exchange Offer shall expire at 5:00 p.m., New York City time, on
September ., 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 (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 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.
1
{PAGE}
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 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 a book-entry account with respect to the Old Notes
at Euroclear, Clearstream, Luxembourg and DTC (each a "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 any Book-Entry Transfer Facility's systems may, until the
Expiration Date, 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. 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
Exchange Offer must be complied with.
3. You are to examine each of the Letters of Transmittal and
certificates for Old Notes (and confirmations of any book-entry transfers
into your accounts at the Book-Entry Transfer Facilities) 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, certificates and any
such other documents are duly executed and properly completed in accordance
with instructions set forth therein and that such Book-Entry Confirmations
397246
|
BNY
As referenced in this Exchange Agent Agreement [Form]:
Bank of New York
– {DOCUMENT}
{TYPE}EX-99.3
{SEQUENCE}13
{FILENAME}0013.txt
{DESCRIPTION}FORM OF EXCHANGE AGENT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 99.3
August , 2000
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--Global Finance Unit
Ladies and Gentlemen:
Tyco International Group S.A., a Luxembourg corporation (
_____________
Bank of New York – 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".
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 to be commenced by the Company on or about August .,
2000. In the case of Depository Trust Company ("DTC") participants, the Letter
of Transmittal accompanying
_____________
Bank of New York, – be valid personal service upon the Company, as the case may be. Said
designation and appointment shall be irrevocable. Nothing in this paragraph 27
shall affect the right of The Bank of New York, as Exchange Agent under this
Agreement, to serve process in any manner permitted by law or limit the right
of The Bank of New York, as Exchange Agent under
_____________
Bank of New York, – affect the right of The Bank of New York, as Exchange Agent under this
Agreement, to serve process in any manner permitted by law or limit the right
of The Bank of New York, as Exchange Agent under this Agreement to bring
proceedings against the Company in the courts of any jurisdiction or
jurisdictions. The Company further agrees to take any and all
_____________
dt 1006704
;
|
Davis Polk
As referenced in this Exchange Agent Agreement [Form]:
Davis Polk & Wardwell
– 464-350) and to Michael Robinson, the Treasurer of Tyco
International (US) Inc. (telephone number 212-424-1312, facsimile number
212-977-7038) and to Francis J. Morison, Esq. of Davis Polk & Wardwell
(telephone number 212-450-4044, facsimile number 212-450-6862) such other
person or persons as the Company may request, daily (and more frequently
during the week immediately preceding
_____________
Davis Polk & Wardwell
– Group S.A.
6, avenue Emile Reuter
L-2420 Luxembourg
011-352-464-350
Facsimile: _______________
Richard W. Brann
Attention: ___________
7
{PAGE}
with a copy to:
Francis J. Morison
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Facsimile: (212) 450-6862
and
Michael Robinson
Tyco International (US) Inc.
712 Fifth Avenue, 48th Floor
New York, NY 10019
Facsimile: (212)
_____________
dt 1015951
|
Preview
Full Doc
| 2000 |
Exchange Agent Agreement
Exchange Agent Agreement (25K)
Doc #397898: Click preview link for longer preview.
_______, 2000
EXCHANGE AGENT AGREEMENT
------------------------
The Bank of New York
Corporate Trust Administration
101 Barclay Street, 21W
New York, New York 10286
Ladies and Gentlemen:
Raytheon Company (the "Company") proposes to make an offer (the "Exchange
------- --------
Offer") to exchange its (i) outstanding floating rate notes due 2002 (the
-----
"Floating Rate Notes"), for floating rate exchange notes (the "Exchange Floating
------------------- -----------------
Rate Notes"), (ii) outstanding 7.90% Notes Due 2002 (the "Notes Due 2002"), for
---------- --------------
7.90% Exchange Notes Due 2002 (the "Exchange Notes Due 2002"), (iii) outstanding
-----------------------
8.20% Notes Due 2006 (the "Notes Due 2006"), for 8.20% Exchange Notes Due 2006
--------------
(the "Exchange Notes Due 2006"), and (iv) outstanding 8.30% Notes Due 2010 (the
-----------------------
"Notes Due 2010" and, together with the Floating Rate Notes, the Notes Due 2002
--------------
and the Notes Due 2006, the "Initial Notes"), for 8.30% Exchange Notes Due 2010
-------------
(the "Exchange Notes Due 2010" and, together with the Exchange Floating Rate
-----------------------
Notes, the Exchange Notes Due 2002 and the Exchange Notes Due 2006, the
"Exchange Notes"). The terms and conditions of the Exchange Offer as currently
--------------
contemplated are set forth in a prospectus, dated ________, 2000 (the
"Prospectus"), and a letter of transmittal (the "Letter of Transmittal"), which
---------- ---------------------
are proposed to be distributed to all record holders of the Initial Notes. The
Initial Notes and the Exchange 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
_______, 2000. The Letter of Transmittal accompanying the Prospectus (or in the
case of book entry notes, the ATOP system) is to be used by the holders of the
Initial Notes to accept the Exchange Offer and contains instructions with
respect to the delivery of certificates for Initial Notes tendered in connection
therewith.
{PAGE}
The Bank of New York
Corporate Trust Administration
_______, 2000
Page -2-
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 Initial 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 "Exchange Offer -- Certain
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.
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 "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 an account with respect to the Initial 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,
and any financial institution that is a participant in the Book-Entry Transfer
397898
| |
BNY
As referenced in this Exchange Agent Agreement:
Bank of New York
– {DOCUMENT}
{TYPE}EX-99.3
{SEQUENCE}8
{FILENAME}0008.txt
{DESCRIPTION}EXCHANGE AGENT AGREEMENT
{TEXT}
{PAGE}
Exhibit 99.3
_______, 2000
EXCHANGE AGENT AGREEMENT
------------------------
The Bank of New York
Corporate Trust Administration
101 Barclay Street, 21W
New York, New York 10286
Ladies and Gentlemen:
Raytheon Company (the "Company") proposes to make an offer (the "Exchange
------- --------
Offer") to exchange
_____________
Bank of New York – be distributed to all record holders of the Initial Notes. The
Initial Notes and the Exchange 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
_______, 2000. The Letter of Transmittal accompanying the Prospectus (or in the
case of book
_____________
Bank of New York
– the holders of the
Initial Notes to accept the Exchange Offer and contains instructions with
respect to the delivery of certificates for Initial Notes tendered in connection
therewith.
{PAGE}
The Bank of New York
Corporate Trust Administration
_______, 2000
Page -2-
The Exchange Offer shall expire at 5:00 P.M., New York City time, on
_______, 2000 or on such later date
_____________
Bank of New York
– in accordance with instructions set forth therein and (ii) the Initial
Notes have otherwise been properly tendered. In each case where the Letter of
Transmittal or any other
{PAGE}
The Bank of New York
Corporate Trust Administration
_______, 2000
Page -3-
document has been improperly completed or executed or any of the certificates
for Initial Notes are not in proper form for transfer
_____________
dt 1006780
|