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Marketing Agreement [Form]
Marketing Agreement [Form] (14K)
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COMMERCE INSURANCE
[CIC Logo] The Commerce Insurance Company
Citation Insurance Company
211 Main Street, Webster, Massachusetts 01570 (508) 943-9000
Members of The Commerce Group, Inc.
June 16, 1995
Mr. Earle B. Seeley, Pres.
AUTOMOBILE CLUB OF MERRIMACK VALLEY
155 Parker Street
Lawrence, MA 01842-0039
RE: MASSACHUSETTS PERSONAL AUTOMOBILE GROUP MARKETING AGREEMENT
Dear Buzz:
This letter is to document and confirm the personal automobile group marketing
agreement between The Automobile Club of Merrimack Valley, herein after referred
to as AAA, and The Commerce Insurance Company. Relevant components of the
agreement include:
1. Group Definition - All vehicles owned by members of AAA will be eligible
for the group personal automobile program. Although separate negotiations
will occur between Commerce and other AAA offices, it is our intent to
offer a group program to all AAA members in Massachusetts. While Commerce
will attempt to maintain consistency in the group products made available
to the different AAA Chapters, it is recognized that differences may
result from the underlying loss experience and marketing
plans/requirements of each Chapter.
2. Effective Date - All policies effective on or after 9/1/95.
3. Marketing - All marketing will be performed exclusively by AAA.
Commerce agents selected by AAA to participate in the servicing of the AAA
group will not be permitted to advertise and/or market the AAA group
marketing program, or to participate in and/or initiate the signing-up of
new AAA members.(1)
143906
|
Commerce Group
As referenced in this Marketing Agreement [Form]:
Commerce Group, Inc – COMMERCE INSURANCE
[CIC Logo] The Commerce Insurance Company
Citation Insurance Company
211 Main Street, Webster, Massachusetts 01570 (508) 943-9000
Members of The Commerce Group, Inc .
June 16, 1995
Mr. Earle B. Seeley, Pres.
AUTOMOBILE CLUB OF MERRIMACK VALLEY
155 Parker Street
Lawrence, MA 01842-0039
RE: MASSACHUSETTS
_____________
dt 231848
;
Automobile Club of Merrimack Valley;
| The Commerce Insurance Company
|
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Remarketing Agreement
Remarketing Agreement (63K)
Doc #143976: Click preview link for longer preview.
REMARKETING AGREEMENT
May 23, 2003
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
JPMorgan Chase Bank
4 New York Plaza 15th Floor,
New York, New York 10004
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of May 23, 2003 (the "AGREEMENT") by and
between The Hartford Financial Services Group, Inc., a Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co., as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New York banking corporation, not
individually but solely as Purchase Contract Agent (the "PURCHASE CONTRACT
AGENT") and as attorney-in-fact of the holders of Purchase Contracts (as defined
in the Purchase Contract Agreement referred to below).
Section 1. Definitions.
(a) Capitalized terms used and not defined in this Agreement
shall have the meanings set forth in the Purchase Contract Agreement,
dated as of May 23, 2003, between the Company and JPMorgan Chase Bank,
as Purchase Contract Agent, as amended from time to time (the "PURCHASE
CONTRACT AGREEMENT").
(b) As used in this Agreement, the following terms have the
following meanings:
"PRELIMINARY PROSPECTUS" means any preliminary prospectus relating to
the Remarketed Senior Notes included in the Registration Statement, including
the documents incorporated by reference therein as of the date of such
Preliminary Prospectus; and any reference to any amendment or supplement to such
Preliminary Prospectus shall be deemed to refer to and include any documents
filed after the date of such Preliminary Prospectus, under the Exchange Act, and
incorporated by reference in such Preliminary Prospectus.
"PROSPECTUS" means the prospectus relating to the Remarketed Senior
Notes, in the form in which first filed, or transmitted for filing, with the
Commission after the effective date of the Registration Statement pursuant to
Rule 424(b), including the documents incorporated by reference therein as of the
date of such Prospectus; and any reference to any amendment or
143976
|
Hartford
As referenced in this Remarketing Agreement:
Hartford Financial Services Group, Inc – Plaza 15th Floor,
New York, New York 10004
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of May 23, 2003 (the "AGREEMENT") by and
between The Hartford Financial Services Group, Inc ., a Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co., as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New York banking corporation, not
individually but solely as
_____________
Hartford Financial Services
Group, Inc – New York, New York, 10004, Attention: Don Hansen (Fax:
212-357-5505);
(b) if to the Company, shall be delivered or sent by mail,
telex or facsimile transmission to The Hartford Financial Services
Group, Inc ., Hartford Plaza, Hartford, Connecticut 06115-1900,
Attention: General Counsel (Fax: 860-547-5714); and
(c) if to the Purchase Contract Agent, shall be delivered or
sent by mail, telex
_____________
HARTFORD FINANCIAL SERVICES
GROUP, INC – Remarketing Agent and the Purchase Contract Agent, please indicate
your acceptance in the space provided for that purpose below.
[SIGNATURES ON THE FOLLOWING PAGE]
17
{PAGE}
Very truly yours,
THE HARTFORD FINANCIAL SERVICES
GROUP, INC .
By: /s/ John N. Giamalis
__________________________
Name: John N. Giamalis
Title: Senior Vice President
and Treasurer
CONFIRMED AND ACCEPTED:
GOLDMAN, SACHS & CO.
as Remarketing Agent
By: /s/ Goldman, Sachs &
_____________
dt 1412352
;
UBS Warburg
As referenced in this Remarketing Agreement:
UBS
Warburg LLC – to the
related Pricing Agreement dated as of May 19, 2003 among the Company
and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and UBS
Warburg LLC , is true and correct as if made on each of the dates
specified above; provided that for purposes of this Section 3(
_____________
dt 106378
;
 Goldman, Sachs
As referenced in this Remarketing Agreement:
Goldman, Sachs – y87051exv4w4.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.4
REMARKETING AGREEMENT
May 23, 2003
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
JPMorgan Chase Bank
4 New York
Goldman, Sachs – AGREEMENT") by and
between The Hartford Financial Services Group, Inc., a Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co., as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New
Goldman, Sachs – time.
Section 2. Appointment and Obligations of the Remarketing
Agent.
(a) The Company hereby appoints Goldman, Sachs & Co. as the
exclusive Remarketing Agent, and, subject to the terms and conditions
set
Goldman, Sachs – as the
exclusive Remarketing Agent, and, subject to the terms and conditions
set forth herein, Goldman, Sachs & Co. hereby accepts appointment as
Remarketing Agent, for the purpose of (i) remarketing the
Goldman, Sachs – to the
related Pricing Agreement dated as of May 19, 2003 among the Company
and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and UBS
Warburg LLC, is true and correct as
dt 44534
;
|
JPMorgan Chase
As referenced in this Remarketing Agreement:
JPMorgan Chase – REMARKETING AGREEMENT
May 23, 2003
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
JPMorgan Chase Bank
4 New York Plaza 15th Floor,
New York, New York 10004
Attention: Institutional Trust
JPMorgan Chase – Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co., as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New York banking corporation, not
individually but solely as Purchase Contract Agent (the "
JPMorgan Chase – in the Purchase Contract Agreement,
dated as of May 23, 2003, between the Company and JPMorgan Chase Bank,
as Purchase Contract Agent, as amended from time to time (the "PURCHASE
CONTRACT AGREEMENT").
(
JPMorgan Chase – Purchase Contract Agent, shall be delivered or
sent by mail, telex or facsimile transmission to JPMorgan Chase Bank, 4
New York Plaza, 15th Floor, New York, New York 10004, Attention:
Institutional Trust
JPMORGAN CHASE – GOLDMAN, SACHS & CO.
as Remarketing Agent
By: /s/ Goldman, Sachs & Co.
_________________________
(GOLDMAN, SACHS & CO.)
JPMORGAN CHASE BANK,
not individually but solely as Purchase Contract Agent
and as attorney-in-fact for
dt 45786
;
Morgan Stanley
As referenced in this Remarketing Agreement:
Morgan Stanley & Co – Underwriters identified in Schedule I to the
related Pricing Agreement dated as of May 19, 2003 among the Company
and Goldman, Sachs & Co., Morgan Stanley & Co . Incorporated and UBS
Warburg LLC, is true and correct as if made on each of the dates
specified above; provided that for
_____________
dt 183398
|
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Remarketing Agreement
Remarketing Agreement (69K)
Doc #143977: Click preview link for longer preview.
REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of May 28, 2003 (the "Remarketing
Agreement") by and between AmerUs Group Co., an Iowa corporation (the
"Company"), and Wachovia Bank, National Association (formerly First Union
National Bank) not individually but solely as Purchase Contract Agent and as
attorney-in-fact of the holders of Purchase Contracts (each as defined in the
Purchase Contract Agreement (as defined herein)), and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company will issue $125,000,000 (or up to $143,750,000 if
the Underwriters exercise their overallotment option in full) aggregate Stated
Amount of its Securities (the "Securities") under the Purchase Contract
Agreement, dated as of May 28, 2003 by and between the Purchase Contract Agent
and the Company (the "Purchase Contract Agreement") as amended or supplemented
from time to time; and
WHEREAS, the Securities will initially consist of 5,000,000 (or
5,750,000 if the Underwriters exercise their overallotment option in full)
Income PRIDES, each such security consisting of a Senior Note initially due 2008
issued by the Company in the principal amount of $25 (a "Debt Security") and a
Purchase Contract issued by the Company ("Purchase Contract") pursuant to the
Purchase Contract Agreement, and no Growth PRIDES, each such security consisting
of certain U.S. Treasury Securities and a Purchase Contract.
WHEREAS, the Debt Securities will be pledged pursuant to the Pledge
Agreement (the "Pledge Agreement"), dated as of May 28, 2003, by and between the
Company, BNY Midwest Trust Company, as Collateral Agent, Securities Intermediary
and Custodial Agent (the "Collateral Agent") and the Purchase Contract Agent, to
secure an Income PRIDES Holder's obligations under the related Purchase Contract
on the Purchase Contract Settlement Date.
WHEREAS, the Remarketing Agent will remarket in the manner provided
herein the Debt Securities pledged pursuant to the Pledge Agreement (the
"Pledged Debt Securities") of the Income PRIDES Holders who have not already
settled their Purchase Contracts, and any Debt Securities that are not pledged
pursuant to the Pledge Agreement (the "Other Debt Securities") of the holders
who have elected to have their Debt Securities remarketed, in each case, as
provided in the Purchase Contract Agreement.
WHEREAS, in the event of a successful remarketing as provided herein,
the applicable interest rate on the Debt Securities will be reset, on the Reset
Date, to the Reset Rate, which will be the sum of (1) the Applicable Benchmark
Treasury (as agreed between the Company and the Reset Agent) in effect on a
Remarketing Date and (2) the Reset Spread determined by the Reset Agent as the
additional spread required to produce the rate the Debt Securities should bear
in order for the Debt Securities being remarketed to have an approximate market
value on the Reset Date of (a) if the proposed Reset Date is not the Purchase
Contract Settlement Date, 100.25% multiplied by the Remarketing Treasury
Portfolio Purchase Price, plus the Remarketing Fee (the "Remarketing Value"), or
(b) if the proposed Reset Date is the Purchase Contract Settlement Date, 100.25%
multiplied by the aggregate principal amount of the Debt Securities being
remarketed; plus the
{PAGE}
Remarketing Fee (the "Contract Settlement Value"), provided that the Reset Rate
shall in no event exceed the maximum permitted by applicable law.
WHEREAS, if a Reset Date occurs on a date that is not February 16,
2006, May 16, 2006 and August 16, 2006, the Reset Agent shall determine (1) the
minimum integral multiple number of Income PRIDES and Growth PRIDES required to
make Collateral Substitutions (as defined in the Purchase Contract Agreement),
and (2) the percentage of the undivided beneficial ownership interest in the
Remarketing Treasury Portfolio constituting the Applicable Ownership Interest
therein with respect to each Payment Date that follows such Reset Date.
WHEREAS, the Company has requested Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") to act as the Reset Agent
and as the Remarketing Agent and as such to perform the services described
herein; and
WHEREAS, Merrill Lynch is willing to act as Reset Agent and Remarketing
Agent and as such to perform such duties on the terms and conditions expressly
set forth herein.
NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:
Section 1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the Purchase Contract
Agreement or, if not therein stated, the Pledge Agreement.
Section 2. Appointment and Obligations of Reset Agent and Remarketing
Agent; Remarketing.
(a) Appointment and Obligations. The Company hereby appoints
Merrill Lynch, and Merrill Lynch hereby accepts such appointment, (i) as the
Reset Agent to determine, in consultation with the Company and in the manner
provided for in the Indenture, the Debt Securities and the Purchase Contract
Agreement, (a) the Reset Rate, that in the opinion of the Reset Agent, will,
when applied to the Debt Securities, enable the aggregate principal amount of
the Debt Securities being remarketed to have an approximate aggregate market
value equal to (1) on any Remarketing Date (other than the third Business Day
immediately preceding August 16, 2006), the Remarketing Value or (2) on the
third Business Day immediately preceding August 16, 2006, the Contract
Settlement Value; and (b) if a Reset Date occurs on a date that is not February
16, 2006, May 16, 2006 or August 16, 2006, (1) the minimum integral multiple
number of Income PRIDES and Growth PRIDES required to make Collateral
Substitutions (as defined in the Purchase Contract Agreement), and (2) the
percentage of the undivided beneficial ownership interest in the Remarketing
Treasury Portfolio constituting the Applicable Ownership Interest therein with
respect to each Payment Date that follows such Reset Date; and (ii) as the
exclusive Remarketing Agent to remarket the Debt Securities (subject to the
right of Merrill Lynch to appoint additional remarketing agents hereunder as
described below) (1) on any Remarketing Date that is not the third Business Day
immediately preceding the Contract Settlement Date, to remarket (A) the Pledged
Debt Securities of Income PRIDES Holders who have not already settled their
Purchase Contracts, and (B) any Other Debt Securities of the holders who have
elected to have their Debt Securities so remarketed, for settlement on the third
Business Day following such Remarketing Date, or (2)
143977
|
AmerUs Group
As referenced in this Remarketing Agreement:
AmerUs Group Co – y87070a1exv4w3.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of May 28, 2003 (the "Remarketing
Agreement") by and between AmerUs Group Co ., an Iowa corporation (the
"Company"), and Wachovia Bank, National Association (formerly First Union
National Bank) not individually but solely as Purchase Contract
_____________
AmerUs Group Co – receipt requested and postage prepaid. All
such notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to AmerUs Group Co ., 699 Walnut Street, Des Moines,
Iowa 50309, Attention: Melinda Urion, Chief Financial Officer, with a copy to
Joseph K. Haggerty, Senior Vice
_____________
AMERUS GROUP CO – be executed in its name and
on its behalf by one of its duly authorized officers as of the date first above
written.
AMERUS GROUP CO .
By: /s/ Roger K. Brooks
---------------------------------
Name: Roger K. Brooks
Title: Chairman, President and
Chief Executive Officer
CONFIRMED AND ACCEPTED:
MERRILL LYNCH & CO.
_____________
AmerUs Group Co – Shawn K. Bednasek
Title: Vice President
15
{PAGE}
Exhibit A to Remarketing Agreement
SUPPLEMENTAL REMARKETING AGREEMENT
Supplemental Remarketing Agreement dated _____________, ____ among
AmerUs Group Co ., an Iowa corporation (the "Company"), Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Remarketing Agent"), and Wachovia Bank,
National Association, as Purchase Contract
_____________
AmerUs Group Co – receipt requested and postage prepaid. All
such notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to AmerUs Group Co ., 699 Walnut Street, Des Moines,
Iowa 50309, Attention: Chief Financial Officer, with a copy to the General
Counsel; if to the Remarketing
_____________
dt 229939
;
First Union
As referenced in this Remarketing Agreement:
First Union
National Bank) – May 28, 2003 (the "Remarketing
Agreement") by and between AmerUs Group Co., an Iowa corporation (the
"Company"), and Wachovia Bank, National Association (formerly First Union
National Bank) not individually but solely as Purchase Contract Agent and as
attorney-in-fact of the holders of Purchase Contracts (each as defined
_____________
First Union National Bank) – dated as of June 16, 1998 (the "Indenture") by and between AmerUs
Group Co., an Iowa corporation, and Wachovia Bank, National Association
(formerly First Union National Bank) , as supplemented by an Officer's
Certificate dated May 28, 2003, establishing the Securities.
[Minimum Initial Remarketing Price] [Aggregate Principal Amount
of
_____________
dt 184204
;
Merrill Lynch
As referenced in this Remarketing Agreement:
Merrill Lynch & Co – Portfolio constituting the Applicable Ownership Interest
therein with respect to each Payment Date that follows such Reset Date.
WHEREAS, the Company has requested Merrill Lynch & Co ., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") to act as the Reset Agent
and as the Remarketing Agent and as such
_____________
Merrill Lynch & Co – Officer, with a copy to
Joseph K. Haggerty, Senior Vice President and General Counsel; if to the
Remarketing Agent or Reset Agent, to Merrill Lynch & Co ., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, at Four World Financial Center, North Tower 25th
Floor, New York, New York 10080, Attention: Equity
_____________
MERRILL LYNCH & CO – written.
AMERUS GROUP CO.
By: /s/ Roger K. Brooks
---------------------------------
Name: Roger K. Brooks
Title: Chairman, President and
Chief Executive Officer
CONFIRMED AND ACCEPTED:
MERRILL LYNCH & CO .
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Dan J. Luckshire
-----------------------------
Authorized Signatory
WACHOVIA BANK, NATIONAL ASSOCIATION
not individually but solely as
_____________
Merrill Lynch & Co – to them in the Remarketing Agreement,
dated as of May 28, 2003 (the "Remarketing Agreement"), among the Company, the
Purchase Contract Agent and Merrill Lynch & Co ., Merrill Lynch, Pierce, Fenner &
Smith Incorporated or, if not defined in the Remarketing Agreement, the meanings
assigned to them in the Purchase
_____________
Merrill Lynch & Co – Moines,
Iowa 50309, Attention: Chief Financial Officer, with a copy to the General
Counsel; if to the Remarketing Agent or Reset Agent, to Merrill Lynch & Co .,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, at Four World Financial
Center, North Tower 25th Floor, New York, New York 10080, Attention: Equity
_____________
dt 149343
;
|
MLBFS
As referenced in this Remarketing Agreement:
Merrill Lynch, Pierce,
Fenner & Smith – of Purchase Contracts (each as defined in the
Purchase Contract Agreement (as defined herein)), and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company will issue $125,000,000 (or
Merrill Lynch,
Pierce, Fenner & Smith – Payment Date that follows such Reset Date.
WHEREAS, the Company has requested Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") to act as the Reset Agent
and as the Remarketing Agent
Merrill Lynch, Pierce,
Fenner & Smith – and General Counsel; if to the
Remarketing Agent or Reset Agent, to Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, at Four World Financial Center, North Tower 25th
Floor, New York, New York
MERRILL LYNCH, PIERCE, FENNER & SMITH – K. Brooks
Title: Chairman, President and
Chief Executive Officer
CONFIRMED AND ACCEPTED:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Dan J. Luckshire
-----------------------------
Authorized Signatory
WACHOVIA BANK, NATIONAL ASSOCIATION
not individually
Merrill Lynch, Pierce,
Fenner & Smith – Supplemental Remarketing Agreement dated _____________, ____ among
AmerUs Group Co., an Iowa corporation (the "Company"), Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Remarketing Agent"), and Wachovia Bank,
National Association, as Purchase Contract Agent and
dt 43939
;
Wachovia Bank
As referenced in this Remarketing Agreement:
Wachovia Bank, – REMARKETING AGREEMENT, dated as of May 28, 2003 (the "Remarketing
Agreement") by and between AmerUs Group Co., an Iowa corporation (the
"Company"), and Wachovia Bank, National Association (formerly First Union
National Bank) not individually but solely as Purchase Contract Agent and as
attorney-in-fact of the
_____________
Wachovia
Bank, – Mayer, Brown, Rowe & Maw, 190 South LaSalle Street, Chicago, Illinois 60603,
Attention: Edward S. Best; and if to the Purchase Contract Agent, to Wachovia
Bank, National Association, 401 South Tryon Street, 12th Floor,
13
{PAGE}
Charlotte, North Carolina 28288-1179, Attention: Corporate Trust Department, or
to such
_____________
WACHOVIA BANK, – and
Chief Executive Officer
CONFIRMED AND ACCEPTED:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Dan J. Luckshire
-----------------------------
Authorized Signatory
WACHOVIA BANK, NATIONAL ASSOCIATION
not individually but solely as Purchase
Contract Agent and as attorney-in-fact
for the holders of the Purchase Contracts
_____________
Wachovia Bank, – Agreement dated _____________, ____ among
AmerUs Group Co., an Iowa corporation (the "Company"), Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Remarketing Agent"), and Wachovia Bank,
National Association, as Purchase Contract Agent and attorney-in-fact for the
Holders of the Purchase Contracts (as such terms are defined
_____________
Wachovia Bank, – Mayer, Brown, Rowe & Maw, 190 South LaSalle
Street, Chicago, Illinois 60603, Attention: Edward S. Best; and if to the
Purchase Contract Agent, to Wachovia Bank, National Association, 401 South Tryon
Street, 12th Floor, Charlotte, North Carolina 28288-1179, Attention: Corporate
Trust Department, or to such other address
_____________
dt 88654
;
 Mayer Brown
As referenced in this Remarketing Agreement:
Mayer, Brown – 25th
Floor, New York, New York 10080, Attention: Equity Capital Markets, with a copy
to Mayer, Brown , Rowe & Maw, 190 South LaSalle Street, Chicago, Illinois 60603,
Attention: Edward S. Best; and
Mayer, Brown – 25th Floor, New York, New York 10080, Attention: Equity
Capital Markets, with a copy to Mayer, Brown , Rowe & Maw, 190 South LaSalle
Street, Chicago, Illinois 60603, Attention: Edward S. Best; and
dt 36148
|
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Remarketing Agreement [Form]
Remarketing Agreement [Form] (27K)
Doc #143981: Click preview link for longer preview.
FORM OF REMARKETING AGREEMENT
FORM OF REMARKETING AGREEMENT, dated as of May __, 2003 (the
"Remarketing Agreement") by and between AmerUs Group Co. (the "Company"), and
_______ not individually but solely as Purchase Contract Agent and as
attorney-in-fact of the holders of Purchase Contracts (each as defined in the
Purchase Contract Agreement (as defined herein)), and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company will issue an aggregate Stated Amount $_____ of
its Securities (the "Securities") under the Purchase Contract Agreement, dated
as of May __, 2003 by and between the Purchase Contract Agent and the Company
(the "Purchase Contract Agreement"); and
WHEREAS, the Securities will initially consist of _______ Income
PRIDES, each such security consisting of a __% Note initially due May 16,
2008 issued by the Company in the principal amount of $25 (a "Debt Security")
and a Purchase Contract issued by the Company ("Purchase Contract") pursuant to
the Purchase Contract Agreement and _____ Growth PRIDES each such security
consisting of certain U.S. Treasury Securities and a Purchase Contract.
WHEREAS, the Debt Securities will be pledged pursuant to the Pledge
Agreement (the "Pledge Agreement"), dated as of May __, 2003, by and between the
Company, _______, as Collateral Agent, Securities Intermediary and Custodial
Agent (the "Collateral Agent") and the Purchase Contract Agent, to secure an
Income PRIDE holder's obligations under the related Purchase Contract on the
Purchase Contract Settlement Date; and
WHEREAS, the Debt Securities of such holders electing to have their
Debt Securities that are not pledged pursuant to the Pledge Agreement
remarketed, or of such Type A Security holders who have elected not to settle
the Purchase Contracts related to their Type A Security from the proceeds of a
Cash Settlement and who have not early settled their Purchase Contracts, will be
remarketed by the Remarketing Agent on the third Business Day immediately
preceding the Purchase Contract Settlement Date; and
WHEREAS, the applicable interest rate on the Debt Securities will be
reset to the Reset Rate on the Reset Date; and
WHEREAS, the Company has requested Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") to act as the Reset Agent and as the
Remarketing Agent and as such to perform the services described herein; and
WHEREAS, Merrill Lynch is willing to act as Reset Agent and Remarketing
Agent and as such to perform such duties on the terms and conditions expressly
set forth herein;
NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:
{PAGE}
Section 1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the Purchase Contract
Agreement or, if not therein stated, the Pledge Agreement.
Section 2. Appointment and Obligations of Reset Agent and Remarketing
Agent; Remarketing.
(a) Appointment and Obligations. The Company hereby appoints Merrill
Lynch, and Merrill Lynch hereby accepts such appointment, (i) as the Reset Agent
to determine, and in consultation with the Company and in the manner provided
for in the Debt Securities and the Purchase Contract Agreement, the Reset Rate
and (ii) as the exclusive Remarketing Agent to remarket the Debt Securities as
provided in Section 2(b), pursuant to the Remarketing Underwriting Agreement
attached hereto as Exhibit A, among the Company, the Purchase Contract Agent and
the Remarketing Agent (with such changes as the Company, the Purchase Contract
Agent and the Remarketing Agent may agree upon, it being understood that changes
may be necessary in the representations, warranties, covenants and other
provisions of the Remarketing Underwriting Agreement due to changes in law or
facts and circumstances). Pursuant to the Remarketing Underwriting Agreement,
the Remarketing Agent, either as the sole remarketing underwriter or as the
representative of a syndicate including the Remarketing Agent and one or more
other remarketing underwriters designated by the Remarketing Agent, will agree,
subject to the terms and conditions set forth therein, that the Remarketing
Agent and any such other remarketing underwriters will purchase, severally, the
Debt Securities to be sold by the holder or holders of Debt Securities or Income
PRIDES on the dates and at the prices described in Section 2(b).
(b) Remarketing Procedures.
(1) On each Reset Announcement Date, the Agent shall give Holders of
Debt Securities (whether held as a component of Income PRIDES or separately with
such Debt Securities held separately being referred to as "Separate Notes")
notice of the remarketing to occur on the associated Remarketing Date. The
Company or the Agent, at the Company's request, shall request not later than
seven nor more than 15 calendar days prior to any Remarketing Date, that the
Clearing Agency notify the Clearing Agency participants of such Remarketing
Date. The Agent shall notify, by 10:00 a.m., New York City time, on the third
Business Day preceding such Remarketing Date, the Remarketing Agent and the
Collateral Agent of the aggregate principal amount of Debt Securities included
in the Income PRIDES, which shall be remarketed. On the third Business Day
preceding such Remarketing Date, no later than by 10:00 a.m., New York City
time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will
notify the Remarketing Agent of the aggregate principal amount of Separate Notes
to be remarketed. No later than 10:00 a.m., New York City time, on the Business
Day immediately preceding such Remarketing Date, the Collateral Agent and the
Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for
remarketing to the Remarketing Agent all Debt Securities to be remarketed. Upon
receipt of such notice from the Agent and the Custodial Agent and such Debt
Securities from the Collateral Agent and the Custodial Agent, the Remarketing
Agent will, on such Remarketing Date, use its reasonable efforts to sell such
Debt Securities on such date at the Reset Rate. The sale of the Debt Securities
will be settled on or prior to the third Business Day following such Remarketing
Date on which the Debt Securities were successfully remarketed. The
143981
|
AmerUs Group
As referenced in this Remarketing Agreement [Form]:
AmerUs Group Co – Exhibit 4.3
FORM OF REMARKETING AGREEMENT
FORM OF REMARKETING AGREEMENT, dated as of May __, 2003 (the
"Remarketing Agreement") by and between AmerUs Group Co . (the "Company"), and
_______ not individually but solely as Purchase Contract Agent and as
attorney-in-fact of the holders of Purchase
_____________
AmerUs Group Co – receipt requested and postage prepaid. All
such notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to AmerUs Group Co ., 699 Walnut Street, Des Moines,
Iowa 50309, Attention: _________; if to the Remarketing Agent or Reset Agent,
_______; and if to the
_____________
AMERUS GROUP CO – in its name and
on its behalf by one of its duly authorized officers as of the date first above
written.
5
{PAGE}
AMERUS GROUP CO .
By:_________________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
__________________________________
__________________________________
By:_______________________________
Authorized Signatory
not individually but solely as Purchase
Contract Agent and
_____________
AmerUs Group Co – receipt requested and postage prepaid. All such notices, requests,
consents or other communications shall be addressed as follows: if to the
Company, to AmerUs Group Co ., 699 Walnut Street, Des Moines, IA 50309,
Attention: ________; if to the Remarketing Agent or Reset Agent, to _______; and
if to
_____________
AMERUS GROUP CO – hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Remarketing Underwriters.
Very truly yours,
AMERUS GROUP CO .
By:________________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
__________________________________
__________________________________
By:_______________________________
Authorized Signatory
not individually but solely as Purchase
Contract Agent and
_____________
dt 229940
;
|
MLBFS
As referenced in this Remarketing Agreement [Form]:
Merrill Lynch, Pierce,
Fenner & Smith – of Purchase Contracts (each as defined in the
Purchase Contract Agreement (as defined herein)), and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Remarketing Agent").
WITNESSETH:
WHEREAS, the Company will issue an aggregate Stated Amount $
Merrill Lynch, Pierce, Fenner &
Smith – reset to the Reset Rate on the Reset Date; and
WHEREAS, the Company has requested Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") to act as the Reset Agent and as the
Remarketing Agent
dt 43940
|
Preview
Full Doc
| 2003 |
Remarketing Agreement
Remarketing Agreement (114K)
Doc #144424: Click preview link for longer preview.
METLIFE, INC.
8.00% Debentures due 2005
REMARKETING AGREEMENT
February 12, 2003
Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Credit Suisse First Boston LLC ("CSFB") and Goldman, Sachs &
Co. ("Goldman") (together, the "Remarketing Agents") are undertaking to remarket
8.00% Debentures due May 15, 2005 (principal amount $50 per Debenture) (the
"Debentures"), issued by MetLife, Inc., a Delaware corporation (the "Company"),
pursuant to the Purchase Contract Agreement between the Company and Bank One
Trust Company, N.A., as purchase contract agent (the "Purchase Contract Agent"),
dated as of April 7, 2000 (the "Purchase Contract Agreement"). The Debentures
have been issued pursuant to an Indenture dated as of April 7, 2000 (the "Base
Indenture"), between the Company and The Bank of New York, as trustee (the
"Debenture Trustee"), as supplemented by the First Supplemental Indenture, dated
as of April 7, 2000 ("Supplemental Indenture No. 1," and, together with the Base
Indenture and all other amendments and supplements thereto in effect on the date
hereof, the "Indenture"), between the Company and the Debenture Trustee. The
Debentures were initially issued by the Company to MetLife Capital Trust I, a
statutory business trust formed under Delaware law (the "Trust"), together with
a guarantee on a senior unsecured basis, subject to certain restrictions (the
"Guarantee"), of the 8.00% Capital Securities (stated liquidation amount $50 per
Capital Security) (the "Capital Securities") issued by the Trust pursuant the
terms of the Declaration of Trust dated as of March 3, 2000, among the Company,
as the sponsor, The Bank of New York, as property trustee (the "Property
Trustee"), The Bank of New York (Delaware), as the Delaware trustee (the
"Delaware Trustee"), the administrative trustees named therein and the holders
from time to time of the beneficial interests in the assets of the Trust, as
subsequently amended and restated by the Amended and Restated Declaration of
Trust dated as of April 7, 2000, among such parties (together, the
"Declaration"). Each Capital Security was issued as part of a unit (the "Unit")
that initially also included a contract (a "Purchase Contract") which was issued
pursuant to the Purchase Contract Agreement and under which the holder is
obligated to purchase from the Company on May 15, 2003 a number of shares of
common stock, par value $0.01 per share, of the Company (the "Common Stock"),
equal to the Settlement Rate as set forth in the Purchase Contract Agreement. In
accordance with the Declaration, on February 6, 2003, the Company and the
administrative trustees of the Trust dissolved the Trust and cancelled the
Capital Securities. In accordance with the terms of the Purchase Contract
Agreement, the Debentures were distributed to holders of the Capital Securities.
The debentures constituting a part of the Units have been pledged by the
Purchase Contract Agent, on behalf of the holders of the Units, to The Bank of
New York, as collateral agent (the "Collateral Agent"), pursuant to the Pledge
Agreement, dated as of April 7, 2000 (the "Pledge Agreement"), among the
Company, the Purchase Contract Agent, the Collateral Agent and The Bank of New
York, as custodial agent (the "Custodial Agent") and securities intermediary, to
secure the holders' obligation to purchase Common Stock under the Purchase
Contracts.
Capitalized terms used and not defined in this Remarketing
Agreement shall have the meanings set forth in the Purchase Contract Agreement,
the Pledge Agreement and the Indenture, as the case may be. Unless the context
otherwise
144424
|
MetLife
As referenced in this Remarketing Agreement:
METLIFE, INC –
{DOCUMENT}
{TYPE}EX-1.1
{SEQUENCE}3
{FILENAME}y83708exv1w1.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 1.1
METLIFE, INC .
8.00% Debentures due 2005
REMARKETING AGREEMENT
February 12, 2003
Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York
_____________
MetLife, Inc – the "Remarketing Agents") are undertaking to remarket
8.00% Debentures due May 15, 2005 (principal amount $50 per Debenture) (the
"Debentures"), issued by MetLife, Inc ., a Delaware corporation (the "Company"),
pursuant to the Purchase Contract Agreement between the Company and Bank One
Trust Company, N.A., as
_____________
METLIFE, INC – be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
20
{PAGE}
Very truly yours,
METLIFE, INC .
By: /s/ Anthony J. Williamson
--------------------------------
Name: Anthony J. Williamson
Title: SVP & Treasurer
BANK ONE TRUST COMPANY, N.A.
as Purchase Contract Agent
_____________
MetLife, Inc – connection with the issue or sale of any securities in
circumstances in which Section 21(1) of the FSMA does not apply to MetLife, Inc .
This communication is directed only at persons who (1) are outside
the United Kingdom or (2) have professional experience in matters relating
_____________
dt 149843
;
RGA
As referenced in this Remarketing Agreement:
REINSURANCE GROUP OF AMERICA, – Name:
Title:
21
{PAGE}
ANNEX I
SIGNIFICANT SUBSIDIARIES
METROPOLITAN LIFE INSURANCE COMPANY (NY)
GENAMERICA FINANCIAL CORPORATION (MO)
GENERAL AMERICAN LIFE INSURANCE COMPANY (MO)
REINSURANCE GROUP OF AMERICA, INCORPORATED (MO)
NEW ENGLAND LIFE INSURANCE COMPANY (MA)
METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY (RI)
STATE STREET RESEARCH & MANAGEMENT COMPANY (DE)
I-
_____________
dt 231760
;
|
BNY
As referenced in this Remarketing Agreement:
Bank of New York, – Indenture dated as of April 7, 2000 (the "Base
Indenture"), between the Company and The Bank of New York, as trustee (the
"Debenture Trustee"), as supplemented by the First Supplemental Indenture, dated
as
Bank of New York, – of Trust dated as of March 3, 2000, among the Company,
as the sponsor, The Bank of New York, as property trustee (the "Property
Trustee"), The Bank of New York (Delaware), as the
Bank of New York – as the sponsor, The Bank of New York, as property trustee (the "Property
Trustee"), The Bank of New York (Delaware), as the Delaware trustee (the
"Delaware Trustee"), the administrative trustees named therein and
Bank of
New York, – by the
Purchase Contract Agent, on behalf of the holders of the Units, to The Bank of
New York, as collateral agent (the "Collateral Agent"), pursuant to the Pledge
Agreement, dated as of
Bank of New
York, – the "Pledge Agreement"), among the
Company, the Purchase Contract Agent, the Collateral Agent and The Bank of New
York, as custodial agent (the "Custodial Agent") and securities intermediary, to
secure the holders' obligation
dt 41733
;
CSFB LLC
As referenced in this Remarketing Agreement:
Credit Suisse First Boston LLC
– FILENAME}y83708exv1w1.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 1.1
METLIFE, INC.
8.00% Debentures due 2005
REMARKETING AGREEMENT
February 12, 2003
Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
_____________
Credit Suisse First Boston LLC – LLC
Eleven Madison Avenue
New York, New York 10010
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Credit Suisse First Boston LLC ("CSFB") and Goldman, Sachs &
Co. ("Goldman") (together, the "Remarketing Agents") are undertaking to remarket
8.00% Debentures due May 15, 2005 (principal
_____________
Credit Suisse First
Boston LLC, – if mailed or
transmitted by any standard form of telecommunication; notices to the
Remarketing Agents and Reset Agents shall be directed to (i) Credit Suisse First
Boston LLC, Eleven Madison Avenue, New York, NY 10010 and (ii) Goldman Sachs &
Co., 85 Broad Street, New York, NY 10004, with a copy
_____________
CREDIT SUISSE FIRST BOSTON LLC
– Rotunno
--------------------------------
Name: Janice Ott Rotunno
Title: Vice President
Accepted as of the date hereof
on behalf of each Remarketing Agent and Reset Agent:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ Sharon Harrison
-----------------------------
Name: Sharon Harrison
Title: Director
GOLDMAN, SACHS & CO.
By: /s/ Goldman Sachs & Co
-----------------------------
Name:
Title:
21
{PAGE}
ANNEX
_____________
dt 98931
;
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Remarketing Agreement
Remarketing Agreement (56K)
Doc #144540: Click preview link for longer preview.
REMARKETING AGREEMENT
December 20, 2002
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
SunTrust Bank
Attention:
Ladies and Gentlemen:
This Agreement is dated as of December 20, 2002 (the "AGREEMENT") by
and between The Phoenix Companies, Inc., a Delaware corporation (the
"Company"), Morgan Stanley & Co. Incorporated, as the remarketing agent (the
"REMARKETING AGENT"), and SunTrust Bank, a Georgia banking corporation, not
individually but solely as Purchase Contract Agent (the "PURCHASE CONTRACT
AGENT") and as attorney-in-fact of the holders of Purchase Contracts (as
defined in the Purchase Contract Agreement referred to below).
Section 1. Definitions.
(a) Capitalized terms used and not defined in this Agreement
shall have the meanings set forth in the Purchase Contract Agreement, dated as
of December 20, 2002, between the Company and JPMorgan Chase Bank, as Purchase
Contract Agent, as amended from time to time (the "PURCHASE CONTRACT
AGREEMENT").
(b) As used in this Agreement, the following terms have the
following meanings:
"NOTES" means the Notes due February 16, 2008 of the Company.
"PRELIMINARY PROSPECTUS" means any preliminary prospectus relating to
the Remarketed Notes included in the Registration Statement, including the
documents incorporated by reference therein as of the date of such Preliminary
Prospectus; and any reference to any amendment or supplement to such
Preliminary Prospectus shall be deemed to refer to and include any documents
filed after the date of such Preliminary Prospectus, under the Exchange Act,
and incorporated by reference in such Preliminary Prospectus.
"PROSPECTUS" means the prospectus relating to the Remarketed Notes, in
the form in which first filed, or transmitted for filing, with the Commission
after the effective date of the Registration Statement pursuant to Rule 424(b),
including the documents incorporated by reference therein as of the date of
such Prospectus; and any reference to any amendment or
144540
|
Phoenix Cos.
As referenced in this Remarketing Agreement:
Phoenix Companies, – York 10036
SunTrust Bank
Attention:
Ladies and Gentlemen:
This Agreement is dated as of December 20, 2002 (the "AGREEMENT") by
and between The Phoenix Companies, Inc., a Delaware corporation (the
"Company"), Morgan Stanley & Co. Incorporated, as the remarketing agent (the
"REMARKETING AGENT"), and SunTrust Bank, a Georgia
_____________
Phoenix Companies, – Woodruff (Fax:
212-761-0538);
(b) if to the Company, shall be delivered or sent by mail, telex
or facsimile transmission to The Phoenix Companies, Inc., One American Row,
Hartford, Connecticut 06102, Attention: Nancy Engberg (Fax: 860-403-7203); and
(c) if to the Purchase Contract Agent,
_____________
PHOENIX COMPANIES, – please indicate
your acceptance in the space provided for that purpose below.
[SIGNATURES ON THE FOLLOWING PAGE]
16
{PAGE}
Very truly yours,
THE PHOENIX COMPANIES, INC.
By:
-------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED:
MORGAN STANLEY & CO. INCORPORATED,
as Remarketing Agent
By:
----------------------------------
Name:
Title:
SUNTRUST BANK,
not individually but
_____________
dt 231655
;
JPMorgan Chase
As referenced in this Remarketing Agreement:
JPMorgan Chase – in the Purchase Contract Agreement, dated as
of December 20, 2002, between the Company and JPMorgan Chase Bank, as Purchase
Contract Agent, as amended from time to time (the "PURCHASE CONTRACT
AGREEMENT").
(
dt 45787
;
MLBFS
As referenced in this Remarketing Agreement:
Merrill
Lynch, Pierce, Fenner & Smith – Schedule I to
the Pricing Agreement dated as of December 16, 2002 among the Company, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated, is true and correct as if made on
dt 43941
;
|
Morgan Stanley
As referenced in this Remarketing Agreement:
Morgan Stanley & Co – EX-4.6
{SEQUENCE}6
{FILENAME}y66924exv4w6.txt
{DESCRIPTION}FORM OF REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.6
REMARKETING AGREEMENT
December 20, 2002
Morgan Stanley & Co . Incorporated
1585 Broadway
New York, New York 10036
SunTrust Bank
Attention:
Ladies and Gentlemen:
This Agreement is dated as of December 20,
_____________
Morgan Stanley & Co – This Agreement is dated as of December 20, 2002 (the "AGREEMENT") by
and between The Phoenix Companies, Inc., a Delaware corporation (the
"Company"), Morgan Stanley & Co . Incorporated, as the remarketing agent (the
"REMARKETING AGENT"), and SunTrust Bank, a Georgia banking corporation, not
individually but solely as Purchase Contract
_____________
Morgan Stanley & Co – case as amended or
supplemented from time to time.
Section 2. Appointment and Obligations of the Remarketing
Agent.
(a) The Company hereby appoints Morgan Stanley & Co . Incorporated
as the exclusive Remarketing Agent, and, subject to the terms and conditions
set forth herein, Morgan Stanley & Co. Incorporated hereby accepts
_____________
Morgan Stanley & Co – The Company hereby appoints Morgan Stanley & Co. Incorporated
as the exclusive Remarketing Agent, and, subject to the terms and conditions
set forth herein, Morgan Stanley & Co . Incorporated hereby accepts appointment
as Remarketing Agent, for the purpose of (i) remarketing the Remarketed Notes
on behalf of the holders thereof, (
_____________
Morgan Stanley & Co – in Schedule I to
the Pricing Agreement dated as of December 16, 2002 among the Company, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co .
Incorporated, is true and correct as if made on each of the dates specified
above; provided that for purposes of this Section
_____________
dt 183400
;
Davis Polk
As referenced in this Remarketing Agreement:
Davis Polk – of this
Agreement, such adaptations being reasonably acceptable to counsel to the
Remarketing Agent.
(g) Davis Polk & Wardwell, counsel for the Remarketing Agent,
shall have furnished to the Remarketing Agent its
dt 35288
;
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Remarketing Agreement
Remarketing Agreement (56K)
Doc #144774: Click preview link for longer preview.
REMARKETING AGREEMENT
September 13, 2002
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
JPMorgan Chase Bank
450 West 33rd Street, 15th Floor,
New York, New York 10001
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of September 13, 2002 (the "AGREEMENT") by
and between The Hartford Financial Services Group, Inc., a Delaware corporation
(the "COMPANY"), Morgan Stanley & Co. Incorporated, as the remarketing agent
(the "REMARKETING AGENT"), and JPMorgan Chase Bank, a New York banking
corporation, not individually but solely as Purchase Contract Agent (the
"PURCHASE CONTRACT AGENT") and as attorney-in-fact of the holders of Purchase
Contracts (as defined in the Purchase Contract Agreement referred to below).
Section 1. Definitions.
(a) Capitalized terms used and not defined in this Agreement shall have
the meanings set forth in the Purchase Contract Agreement, dated as of September
13, 2002, between the Company and JPMorgan Chase Bank, as Purchase Contract
Agent, as amended from time to time (the "PURCHASE CONTRACT AGREEMENT").
(b) As used in this Agreement, the following terms have the following
meanings:
"PRELIMINARY PROSPECTUS" means any preliminary prospectus relating to
the Remarketed Senior Notes included in the Registration Statement, including
the documents incorporated by reference therein as of the date of such
Preliminary Prospectus; and any reference to any amendment or supplement to such
Preliminary Prospectus shall be deemed to refer to and include any documents
filed after the date of such Preliminary Prospectus, under the Exchange Act, and
incorporated by reference in such Preliminary Prospectus.
"PROSPECTUS" means the prospectus relating to the Remarketed Senior
Notes, in the form in which first filed, or transmitted for filing, with the
Commission after the effective date of the Registration Statement pursuant to
Rule 424(b), including the documents incorporated by reference therein as of the
date of such Prospectus; and any reference to any amendment or supplement to
such Prospectus shall be deemed to refer to and include any documents filed
after
144774
|
Hartford
As referenced in this Remarketing Agreement:
Hartford Financial Services Group, Inc – Street, 15th Floor,
New York, New York 10001
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of September 13, 2002 (the "AGREEMENT") by
and between The Hartford Financial Services Group, Inc ., a Delaware corporation
(the "COMPANY"), Morgan Stanley & Co. Incorporated, as the remarketing agent
(the "REMARKETING AGENT"), and JPMorgan Chase Bank, a New York banking
corporation, not individually but solely
_____________
Hartford Financial Services Group, Inc – New York, New York, 10036, Attention: Kevin Woodruff (Fax:
212-761-0538);
(b) if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission to The Hartford Financial Services Group, Inc ., Hartford
Plaza, Hartford, Connecticut 06115-1900, Attention: General Counsel (Fax:
860-547-5714); and
(c) if to the Purchase Contract Agent, shall be delivered or sent by
mail, telex
_____________
HARTFORD FINANCIAL SERVICES
GROUP, INC – Remarketing Agent and the Purchase Contract Agent, please indicate
your acceptance in the space provided for that purpose below.
[SIGNATURES ON THE FOLLOWING PAGE]
16
{PAGE}
Very truly yours,
THE HARTFORD FINANCIAL SERVICES
GROUP, INC .
By: /s/ John N. Giamalis
---------------------
Name: John N. Giamalis
Title: Senior Vice President
and Treasurer
CONFIRMED AND ACCEPTED:
MORGAN STANLEY & CO. INCORPORATED,
as Remarketing Agent
By: /s/ Kevin Woodruff
-------------------
_____________
dt 1412355
;
JPMorgan Chase
As referenced in this Remarketing Agreement:
JPMorgan Chase – AGREEMENT
September 13, 2002
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
JPMorgan Chase Bank
450 West 33rd Street, 15th Floor,
New York, New York 10001
Attention: Institutional Trust
JPMorgan Chase – corporation
(the "COMPANY"), Morgan Stanley & Co. Incorporated, as the remarketing agent
(the "REMARKETING AGENT"), and JPMorgan Chase Bank, a New York banking
corporation, not individually but solely as Purchase Contract Agent (the
"
JPMorgan Chase – in the Purchase Contract Agreement, dated as of September
13, 2002, between the Company and JPMorgan Chase Bank, as Purchase Contract
Agent, as amended from time to time (the "PURCHASE CONTRACT AGREEMENT").
(
JPMorgan Chase – Purchase Contract Agent, shall be delivered or sent by
mail, telex or facsimile transmission to JPMorgan Chase Bank, 450 West 33rd
Street, 15th Floor, New York, New York 10001, Attention: Institutional Trust
JPMORGAN CHASE – CO. INCORPORATED,
as Remarketing Agent
By: /s/ Kevin Woodruff
-------------------
Name: Kevin Woodruff
Title: Executive Director
JPMORGAN CHASE BANK,
not individually but solely as Purchase Contract Agent
and as attorney-in-fact for
dt 45789
;
Morgan Stanley
As referenced in this Remarketing Agreement:
Morgan Stanley & Co – DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}8
{FILENAME}y63928exv4w4.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.4
REMARKETING AGREEMENT
September 13, 2002
Morgan Stanley & Co . Incorporated
1585 Broadway
New York, New York 10036
JPMorgan Chase Bank
450 West 33rd Street, 15th Floor,
New York, New York 10001
_____________
Morgan Stanley & Co – is dated as of September 13, 2002 (the "AGREEMENT") by
and between The Hartford Financial Services Group, Inc., a Delaware corporation
(the "COMPANY"), Morgan Stanley & Co . Incorporated, as the remarketing agent
(the "REMARKETING AGENT"), and JPMorgan Chase Bank, a New York banking
corporation, not individually but solely as
_____________
Morgan Stanley & Co – case as amended or
supplemented from time to time.
Section 2. Appointment and Obligations of the Remarketing Agent.
(a) The Company hereby appoints Morgan Stanley & Co . Incorporated as
the exclusive Remarketing Agent, and, subject to the terms and conditions set
forth herein, Morgan Stanley & Co. Incorporated hereby accepts
_____________
Morgan Stanley & Co – The Company hereby appoints Morgan Stanley & Co. Incorporated as
the exclusive Remarketing Agent, and, subject to the terms and conditions set
forth herein, Morgan Stanley & Co . Incorporated hereby accepts appointment as
Remarketing Agent, for the purpose of (i) remarketing the Remarketed Senior
Notes on behalf of the holders
_____________
Morgan Stanley & Co – shall be in
writing, and:
(a) if to the Remarketing Agent, shall be delivered or sent by mail,
telex or facsimile transmission to Morgan Stanley & Co . Incorporated, 1585
Broadway, New York, New York, 10036, Attention: Kevin Woodruff (Fax:
212-761-0538);
(b) if to the Company, shall be
_____________
dt 183401
;
|
Davis Polk
As referenced in this Remarketing Agreement:
Davis Polk – of this Agreement, such adaptations being
reasonably acceptable to counsel to the Remarketing Agent.
(g) Davis Polk & Wardwell, counsel for the Remarketing Agent, shall
have furnished to the Remarketing Agent its
dt 35289
;
Debevoise
As referenced in this Remarketing Agreement:
Debevoise & Plimpton, – financial information contained in the
Remarketing Materials, if any.
9
{PAGE}
(f) Each of (1) Debevoise & Plimpton, counsel for the Company, and (2)
General Counsel to the Company, shall have furnished
dt 35516
|
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Remarketing Agreement
Remarketing Agreement (54K)
Doc #144788: Click preview link for longer preview.
REMARKETING AGREEMENT
September 13, 2002
[Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036]
[Name of the Purchase Contract Agent]
[Address]
Ladies and Gentlemen:
This Agreement is dated as of September 13, 2002 (the "Agreement") by and
between The Hartford Financial Services Group, Inc., a Delaware corporation (the
"Company"), [Morgan Stanley & Co. Incorporated], as the remarketing agent (the
"Remarketing Agent"), and [__________________], not individually but solely as
Purchase Contract Agent (the "Purchase Contract Agent") under the Purchase
Contract Agreement referred to below.
Section 1. Definitions.
(a) Capitalized terms used and not defined in this Agreement shall have the
meanings set forth in the Purchase Contract Agreement, dated as of September 13,
2002 (the "Purchase Contract Agreement"), between the Company and ____________,
as Purchase Contract Agent.
(b) As used in this Agreement, the following terms have the following
meanings:
"Preliminary Prospectus" means any preliminary prospectus relating to the
Remarketed Senior Notes included in the Registration Statement, including the
documents incorporated by reference therein as of the date of such Preliminary
Prospectus; and any reference to any amendment or supplement to such Preliminary
Prospectus shall be deemed to refer to and include any documents filed after the
date of such Preliminary Prospectus, under the Exchange Act, and incorporated by
reference in such Preliminary Prospectus.
"Prospectus" means the prospectus relating to the Remarketed Senior Notes,
in the form in which first filed, or transmitted for filing, with the Commission
after the effective date of the Registration Statement pursuant to Rule 424(b),
including the documents incorporated by reference therein as of the date of such
Prospectus; and any reference to any amendment or supplement to such Prospectus
shall be deemed to refer to and include any documents filed after the date of
such Prospectus, under the Exchange Act, and incorporated by reference in such
Prospectus.
"Registration Statement" means a registration statement under the
Securities Act prepared by the Company covering, inter alia, the Remarketing of
the Remarketed Senior Notes
144788
|
Hartford
As referenced in this Remarketing Agreement:
Hartford Financial Services Group, Inc – New York, New York 10036]
[Name of the Purchase Contract Agent]
[Address]
Ladies and Gentlemen:
This Agreement is dated as of September 13, 2002 (the "Agreement") by and
between The Hartford Financial Services Group, Inc ., a Delaware corporation (the
"Company"), [Morgan Stanley & Co. Incorporated], as the remarketing agent (the
"Remarketing Agent"), and [__________________], not individually but solely as
Purchase Contract Agent (the "Purchase Contract
_____________
Hartford Financial Services Group, Inc – 1585 Broadway,
New York, New York, 10036, Attention: [________] (Fax: 212-[_______]);
(b) if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission to The Hartford Financial Services Group, Inc ., Harford
Plaza, Hartford, Connecticut 06115-1900, Attention: [General Counsel] (Fax:
_________); and
(c) if to the Purchase Contract Agent, shall be delivered or sent by mail,
telex or facsimile
_____________
HARTFORD FINANCIAL SERVICES
GROUP, INC – Remarketing Agent and the Purchase Contract Agent, please indicate
your acceptance in the space provided for that purpose below.
[SIGNATURES ON THE FOLLOWING PAGE]
16
{PAGE}
Very truly yours,
THE HARTFORD FINANCIAL SERVICES
GROUP, INC .
By:
------------------------------
Name:
Title:
Accepted:
MORGAN STANLEY & CO. INCORPORATED,
as Remarketing Agent
By:
------------------------------------
Name:
Title:
Accepted:
Accepted:
[ ]
--------------------------------- ,
not individually but solely as Purchase Contract Agent
By:
------------------------------------
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 1412356
;
Morgan Stanley
As referenced in this Remarketing Agreement:
[Morgan Stanley & Co – EX-4.9
{SEQUENCE}6
{FILENAME}y63781exv4w9.txt
{DESCRIPTION}FORM OF REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.9
REMARKETING AGREEMENT
September 13, 2002
[Morgan Stanley & Co . Incorporated
1585 Broadway
New York, New York 10036]
[Name of the Purchase Contract Agent]
[Address]
Ladies and Gentlemen:
This Agreement is dated
_____________
[Morgan Stanley & Co – is dated as of September 13, 2002 (the "Agreement") by and
between The Hartford Financial Services Group, Inc., a Delaware corporation (the
"Company"), [Morgan Stanley & Co . Incorporated], as the remarketing agent (the
"Remarketing Agent"), and [__________________], not individually but solely as
Purchase Contract Agent (the "Purchase Contract Agent")
_____________
[Morgan Stanley & Co – case as amended or
supplemented from time to time.
Section 2. Appointment and Obligations of the Remarketing Agent.
(a) The Company hereby appoints [Morgan Stanley & Co . Incorporated] as the
exclusive Remarketing Agent, and, subject to the terms and conditions set forth
herein, [Morgan Stanley & Co. Incorporated] hereby accepts
_____________
[Morgan Stanley & Co – The Company hereby appoints [Morgan Stanley & Co. Incorporated] as the
exclusive Remarketing Agent, and, subject to the terms and conditions set forth
herein, [Morgan Stanley & Co . Incorporated] hereby accepts appointment as
Remarketing Agent, for the purpose of (i) remarketing the Remarketed Senior
Notes on behalf of the holders
_____________
Morgan Stanley & Co – shall be in
writing, and:
(a) if to the Remarketing Agent, shall be delivered or sent by mail, telex
or facsimile transmission to Morgan Stanley & Co . Incorporated, 1585 Broadway,
New York, New York, 10036, Attention: [________] (Fax: 212-[_______]);
(b) if to the Company, shall be delivered or
_____________
dt 183402
;
|
Davis Polk
As referenced in this Remarketing Agreement:
Davis Polk – of this Agreement, such adaptations being reasonably acceptable to
counsel to the Remarketing Agent.
(g) Davis Polk & Wardwell, counsel for the Remarketing Agent, shall have
furnished to the Remarketing Agent its
dt 35290
;
Debevoise
As referenced in this Remarketing Agreement:
Debevoise & Plimpton, – to certain financial information contained in the Remarketing
Materials, if any.
(f) Each of (1) Debevoise & Plimpton, counsel for the Company, and (2)
General Counsel to the Company, shall have furnished
dt 35517
|
Preview
Full Doc
| 2002 |
Remarketing Agreement [Form]
Remarketing Agreement [Form] (36K)
Doc #144800: Click preview link for longer preview.
FORM OF REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of ___________ (the "Agreement") by
and among BERKSHIRE HATHAWAY INC., a Delaware corporation (the "Company"), THE
BANK OF NEW YORK, a New York banking corporation, not individually but solely as
Indenture Trustee (the "Indenture Trustee"), SQUARZ Agent (the "SQUARZ Agent")
and as attorney-in-fact of the Holders of SQUARZ, and [ ] (the "Remarketing
Agent").
WITNESSETH:
WHEREAS, the Company issued (__________) SQUARZ (the "SQUARZ") under
the SQUARZ Agreement, dated as of May 28, 2002, by and between the SQUARZ Agent
and the Company (the "SQUARZ Agreement");
WHEREAS, each SQUARZ represents the beneficial ownership interest in
(a) a 3.00% Senior Unsecured Note due 2007 (the "Note") of the Company with a
principal amount of $10,000, (b) a warrant to purchase 0.1116 share of Berkshire
Class A Common Stock or 3.3480 of Berkshire Class B Common Stock, at the
holder's option, and (c) a pro rata amount of unmatured Initial Pledged
Treasuries;
WHEREAS, the Notes were issued pursuant to the Indenture, dated as of
May 28, 2002, made by the Company to the Indenture Trustee, as trustee, as
supplemented by the Officers' Certificate, dated as of May 28, 2002 (the
"Officers' Certificate"), establishing the terms, provisions and conditions of
the Notes;
WHEREAS, the Notes forming a part of the SQUARZ and the Initial
Pledged Treasuries have initially been pledged pursuant to the Pledge Agreement
(the "Pledge Agreement"), dated as of May 28, 2002, by and among the Company,
THE BANK OF NEW YORK, a New York banking corporation, as collateral agent (the
"Collateral Agent"), and the SQUARZ Agent, to secure the obligations of Holders
of SQUARZ to pay Underlying Warrant Installment Payments;
WHEREAS, by the exercise of Underlying Warrants or the creation of
Stripped SQUARZ, certain of the Notes are no longer held by the Collateral Agent
but are held directly by the holders thereof;
WHEREAS, the Remarketing Agent will attempt on the Remarketing Date to
remarket all of the Notes, other than the Notes of Holders who elect not to
participate in the Remarketing pursuant to the procedures set forth in Article
VI of the SQUARZ Agreement and Article V of Exhibit A to the Officers'
Certificate;
WHEREAS, the Company has requested [ ] to act as the
Remarketing Agent, and as such to perform the services described herein; and
1
{PAGE}
WHEREAS, [ ] is willing to act as the Remarketing
Agent and as such to perform such duties on the terms and conditions expressly
set forth herein;
NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:
Section 1. Definitions.
Capitalized terms used and not defined in this Agreement, in the
recitals hereto or in the paragraph preceding such recitals shall have the
meanings assigned to them in the SQUARZ Agreement or, if not therein defined,
the Pledge Agreement.
Section 2. Appointment and Obligations of the Remarketing Agent.
(a) The Company hereby appoints [ ], and [ ]
hereby accepts such appointment, (i) as the Remarketing Agent to determine the
Reset Rate in the manner provided for herein and in the Indenture and the SQUARZ
Agreement (as in effect on the date of this Remarketing Agreement) with respect
to the Notes, which Reset Rate shall, if applicable, not exceed the maximum rate
permitted by applicable law, and (ii) as the exclusive Remarketing Agent
(subject to the right of such Remarketing Agent to appoint additional
remarketing agents hereunder as described below) to remarket the Notes to be
included in the Remarketing on the Remarketing Date.
(b) The Company agrees that the Remarketing Agent shall have the
right, on 15 Business Days notice to the Company, to appoint one or more
additional remarketing agents so long as any such additional remarketing agents
shall be reasonably acceptable to the Company; provided, that, such
appointment(s) shall not require the Company to pay, in the aggregate, a
remarketing fee, whether to the Remarketing Agent, any such additional
remarketing agent or otherwise, in excess of the remarketing fee payable by the
Company to the Remarketing Agent under Section 4. Upon any such appointment, the
parties shall enter into an appropriate amendment to this Agreement to reflect
the addition of any such additional remarketing agent(s).
(c) It is understood and agreed that the Remarketing Agent shall not
have any obligation whatsoever to purchase any Notes, and shall in no way be
obligated to provide funds to make payment upon tender of Notes for Remarketing
or to otherwise expend or risk their own funds or incur or be exposed to
financial liability in the performance of their respective duties under this
Agreement. Except for its obligations to repurchase the Notes pursuant to the
Indenture, the Company shall not be obligated in any event to provide funds to
make payment to the holders thereof upon delivery of Notes for Remarketing.
Section 3. Remarketing Procedures.
(a) (i) On the fourth Business Day (the "Reset Announcement Date")
immediately preceding the Remarketing Date, the Remarketing Agent and the
Company shall determine the Applicable Benchmark Treasury (as defined below) and
the Remarketing Agent shall determine the reset spread (the "Reset Spread") to
be added to the yield on the
144800
|
Berkshire
As referenced in this Remarketing Agreement [Form]:
BERKSHIRE HATHAWAY – OF REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 1.1
FORM OF REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of ___________ (the "Agreement") by
and among BERKSHIRE HATHAWAY INC., a Delaware corporation (the "Company"), THE
BANK OF NEW YORK, a New York banking corporation, not individually but solely as
Indenture Trustee (
_____________
Berkshire Hathaway – receipt requested and postage prepaid. All such notices, requests,
consents or other communications shall be addressed as follows: if to the
Company, to Berkshire Hathaway Inc., 1440 Kiewit Plaza, Omaha, Nebraska 68131,
Attention: Marc D. Hamburg, Vice President and Chief Financial Officer; if to
the
10
{PAGE}
Remarketing
_____________
BERKSHIRE HATHAWAY – be executed in its name and on
its behalf by one of its duly authorized signatories as of the date first above
written.
BERKSHIRE HATHAWAY INC.
By _____________________________________
Name:
Title:
[Remarketing Agent]
By: ____________________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
THE BANK OF NEW YORK,
not individually but solely
_____________
dt 147818
;
|
BNY
As referenced in this Remarketing Agreement [Form]:
BANK OF NEW YORK, – ___________ (the "Agreement") by
and among BERKSHIRE HATHAWAY INC., a Delaware corporation (the "Company"), THE
BANK OF NEW YORK, a New York banking corporation, not individually but solely as
Indenture Trustee (the "Indenture
BANK OF NEW YORK, – the "Pledge Agreement"), dated as of May 28, 2002, by and among the Company,
THE BANK OF NEW YORK, a New York banking corporation, as collateral agent (the
"Collateral Agent"), and the SQUARZ
Bank of
New York, – to
the
10
{PAGE}
Remarketing Agent, to [ ]; and if to the SQUARZ Agent, to The Bank of
New York, 101 Barclay Street, New York, New York 10286, Attention: Corporate
Trust Administration, or to
BANK OF NEW YORK, – INC.
By _____________________________________
Name:
Title:
[Remarketing Agent]
By: ____________________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
THE BANK OF NEW YORK,
not individually but solely as SQUARZ
Agent and as attorney-in-fact for the
dt 41740
|
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Full Doc
| 2002 |
Marketing and Support Services Agreement
Marketing and Support Services Agreement (25K)
Doc #145581: Click preview link for longer preview.
MARKETING AND SUPPORT SERVICES AGREEMENT
THIS MARKETING AND SUPPORT SERVICES AGREEMENT (this "Agreement") is
made as of the 28th day of June 2002, by and between Nationwide Financial
Services, Inc., a Delaware corporation ("NFS") and Gartmore Global Investments,
Inc., a Delaware corporation ("GGI").
RECITALS
A. NFS and certain investment advisory affiliates of GGI are
parties to the Fund Agreements listed on SCHEDULE A attached
hereto (collectively, the "Fund Agreements") governing the
sale, distribution and administration of certain GGI Products
(as defined below).
B. In connection with the reorganization of GGI and the
transactions contemplated by that certain Exchange Agreement,
dated May 22, 2002 by and between NFS and Nationwide
Corporation (the "Exchange Agreement"), NFS and GGI wish to
continue their strategic alliance and codify their existing
operating arrangement with respect to the marketing and sale
of the investment products listed on SCHEDULE B attached
hereto sponsored by investment advisory affiliates of GGI
(collectively, the "GGI Products").
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants set forth herein, and other good and valuable consideration the
receipt and sufficiency of which hereby are acknowledged, the parties agree as
follows:
Section 1. ENGAGEMENT. GGI has engaged NFS, on behalf of its investment
advisory affiliates, including, but not limited to, Gartmore Mutual Fund Capital
Trust, Gartmore SA Capital Trust, Gartmore Global Asset Management Trust,
Gartmore Morley Capital Management, Inc., NorthPointe Capital LLC and Gartmore
Global Partners, and NFS has agreed to market the GGI Products in accordance
with the terms and conditions of this Agreement.
Section 2. RELATIONSHIP REVIEWS. Representatives of NFS and GGI agree
to participate in periodic management meetings, to be held not less than
semi-annually ("Review Meetings"), to review the strategic alliance between the
parties, the performance of the GGI Products and the services being provided by
NFS to GGI pursuant to this Agreement. The Review Meetings shall also include,
but are not limited to, (a) a review of NFS' and GGI's business plans; (b) a
review of NFS and GGI new product initiatives and/or development; (c) an
analysis of specific investment performance and expense issues relating to the
GGI Products; (d) sub-advisory selection and oversight; and (e) the
establishment of a performance monitoring process, including the development of
a "watch list" and any performance recovery plans for all sub-advised funds
included in the GGI Products.
145581
|
NFS
As referenced in this Marketing and Support Services Agreement:
Nationwide Financial
Services, Inc – SERVICES AGREEMENT
THIS MARKETING AND SUPPORT SERVICES AGREEMENT (this "Agreement") is
made as of the 28th day of June 2002, by and between Nationwide Financial
Services, Inc ., a Delaware corporation ("NFS") and Gartmore Global Investments,
Inc., a Delaware corporation ("GGI").
RECITALS
A. NFS and certain investment advisory affiliates of
_____________
Nationwide Financial Services, Inc – payments required hereunder shall
also be made to the following addresses, unless notice is given of a change of
address:
If to NFS:
Nationwide Financial Services, Inc .
One Nationwide Plaza
Columbus, Ohio 43215
Attention: Mark R. Thresher
Senior Vice President-Finance
Fax Number: 614-249-9351
6
{PAGE}
With
_____________
NATIONWIDE FINANCIAL SERVICES, INC – WHEREOF, the parties have entered into this Agreement as of
the date first above written.
GARTMORE GLOBAL INVESTMENTS, INC.
By: ________________________________________
Name:
Title:
NATIONWIDE FINANCIAL SERVICES, INC .
By: ________________________________________
________________________________
Name:
Title:
8
{PAGE}
SCHEDULE A
FUNDS AGREEMENTS
1. Fund Agreement, dated August 1, 2001 by and among Nationwide
_____________
Nationwide Financial
Services, Inc – SERVICES, INC.
By: ________________________________________
________________________________
Name:
Title:
8
{PAGE}
SCHEDULE A
FUNDS AGREEMENTS
1. Fund Agreement, dated August 1, 2001 by and among Nationwide Financial
Services, Inc . and its affiliates and/or subsidiaries listed on Exhibit
A to such agreement, Villanova Mutual Fund Capital Trust and Nationwide
Advisory Services.
_____________
Nationwide Financial
Services, Inc – A to such agreement, Villanova Mutual Fund Capital Trust and Nationwide
Advisory Services.
2. Fund Agreement, dated August 1, 2001 by and among Nationwide Financial
Services, Inc . and its affiliates and/or subsidiaries listed on Exhibit
A to such agreement, Villanova Mutual Fund Capital Trust, Morley
Capital Management, Inc.
_____________
dt 233368
;
| Gartmore Global Investments, Inc.
|
Preview
Full Doc
| 2001 |
Remarketing Agreement [Form]
Remarketing Agreement [Form] (151K)
Doc #146526: Click preview link for longer preview.
REMARKETING AGREEMENT
December 18, 2001
Lehman Brothers Inc.
101 Hudson Street
Jersey City, New Jersey 07302
Ladies and Gentlemen:
Reinsurance Group of America, Incorporated, a Missouri corporation (the
"COMPANY"), and RGA Capital Trust I, a Delaware statutory business trust (the
"TRUST"), issued and to sold to Lehman Brothers Inc. and Banc of America
Securities LLC (the "UNDERWRITERS") named in the Underwriting Agreement, dated
December 12, 2001 (the "UNDERWRITING AGREEMENT"), 4,500,000 Trust Preferred
Income Equity Redeemable Securities ("PIERS")(1) units (the "FIRM UNITS")
pursuant to a Unit Agreement (the "UNIT AGREEMENT") among the Company, the
Trust, The Bank of New York, as unit agent (in such capacity, the "UNIT AGENT"),
The Bank of New York, as warrant agent (in such capacity, the "WARRANT AGENT"),
and The Bank of New York, as property trustee (in such capacity, the "PROPERTY
TRUSTEE"). In addition, the Company and the Trust granted to the Underwriters an
option (the "OPTION") to purchase up to an additional 675,000 Units (the "OPTION
UNITS" and, together with the Firm Units, the "UNITS").
Each Unit consists of a preferred security, liquidation preference $50 per
security, of the Trust (each, a "PREFERRED SECURITY") and a warrant (each, a
"WARRANT") of the Company to purchase at any time prior to the close of business
on December 15, 2050, shares (the "WARRANT SHARES") of common stock, par value
$0.01 per share, of the Company ("COMMON STOCK"), subject to antidilution
adjustments. Each Preferred Security represents an undivided beneficial
ownership interest in the assets of the Trust, which assets will consist solely
of the 5.75% Junior Subordinated Deferrable Interest Debentures due 2051 of the
Company (the "DEBENTURES"). Certain payments on the Preferred Securities and
Common Securities (the "TRUST SECURITIES") will be guaranteed (the "GUARANTEE")
by the Company pursuant to the Guarantee Agreement (the "GUARANTEE AGREEMENT")
dated as of the date hereof between the Company and The Bank of New York, as
guarantee trustee (in such capacity, the "GUARANTEE TRUSTEE").
The Trust was formed on February 9, 2001 pursuant to a of trust agreement
dated as of February 8, 2001 (the "ORIGINAL TRUST AGREEMENT") executed by the
Company, as depositor, and The Bank of New York (Delaware), as Delaware trustee
(in such capacity, the "DELAWARE TRUSTEE"), and a certificate of trust dated as
of February 8, 2001 (the "TRUST CERTIFICATE") filed
--------
(1) "Preferred Income Equity Redeemable Securities(SM)" and "PIERS(SM)" are
service marks owned by Lehman Brothers Inc.
146526
|
RGA
As referenced in this Remarketing Agreement [Form]:
REINSURANCE GROUP OF AMERICA, –
{DOCUMENT}
{TYPE}EX-4.12
{SEQUENCE}8
{FILENAME}c66577ex4-12.txt
{DESCRIPTION}FORM OF REMARKETING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.12
REINSURANCE GROUP OF AMERICA, INCORPORATED
RGA CAPITAL TRUST I
REMARKETING AGREEMENT
December 18, 2001
Lehman Brothers Inc.
101 Hudson Street
Jersey City, New Jersey 07302
Ladies
_____________
Reinsurance Group of America, – RGA CAPITAL TRUST I
REMARKETING AGREEMENT
December 18, 2001
Lehman Brothers Inc.
101 Hudson Street
Jersey City, New Jersey 07302
Ladies and Gentlemen:
Reinsurance Group of America, Incorporated, a Missouri corporation (the
"COMPANY"), and RGA Capital Trust I, a Delaware statutory business trust (the
"TRUST"), issued and to sold
_____________
REINSURANCE GROUP OF AMERICA, – the Company, the
Trust and the Remarketing Agent, please indicate your acceptance in the space
provided for that purpose below.
Very truly yours,
REINSURANCE GROUP OF AMERICA, INCORPORATED
By: _____________________________________
Name:
Title:
RGA CAPITAL TRUST I
By: _____________________________________
Name:
Title: Administrative Trustee
LEHMAN BROTHERS INC.
By:_________________________________
Authorized Representative
{/
_____________
dt 231761
;
BofA Securities
As referenced in this Remarketing Agreement [Form]:
Banc of America
Securities – the
"COMPANY"), and RGA Capital Trust I, a Delaware statutory business trust (the
"TRUST"), issued and to sold to Lehman Brothers Inc. and Banc of America
Securities LLC (the "UNDERWRITERS") named in the Underwriting Agreement, dated
December 12, 2001 (the "UNDERWRITING AGREEMENT"), 4,500,000 Trust Preferred
Income Equity Redeemable
_____________
dt 93627
;
|
BNY
As referenced in this Remarketing Agreement [Form]:
Bank of New York, – UNITS")
pursuant to a Unit Agreement (the "UNIT AGREEMENT") among the Company, the
Trust, The Bank of New York, as unit agent (in such capacity, the "UNIT AGENT"),
The Bank of New York,
Bank of New York, – The Bank of New York, as unit agent (in such capacity, the "UNIT AGENT"),
The Bank of New York, as warrant agent (in such capacity, the "WARRANT AGENT"),
and The Bank of New
Bank of New York, – Bank of New York, as warrant agent (in such capacity, the "WARRANT AGENT"),
and The Bank of New York, as property trustee (in such capacity, the "PROPERTY
TRUSTEE"). In addition, the Company and
Bank of New York, – Agreement (the "GUARANTEE AGREEMENT")
dated as of the date hereof between the Company and The Bank of New York, as
guarantee trustee (in such capacity, the "GUARANTEE TRUSTEE").
The Trust was formed on
Bank of New York – February 8, 2001 (the "ORIGINAL TRUST AGREEMENT") executed by the
Company, as depositor, and The Bank of New York (Delaware), as Delaware trustee
(in such capacity, the "DELAWARE TRUSTEE"), and a certificate of
dt 41748
;
Lehman Brothers
As referenced in this Remarketing Agreement [Form]:
Lehman Brothers Inc – FORM OF REMARKETING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.12
REINSURANCE GROUP OF AMERICA, INCORPORATED
RGA CAPITAL TRUST I
REMARKETING AGREEMENT
December 18, 2001
Lehman Brothers Inc .
101 Hudson Street
Jersey City, New Jersey 07302
Ladies and Gentlemen:
Reinsurance Group of America, Incorporated, a Missouri corporation (the
"COMPANY"), and
_____________
Lehman Brothers Inc – Incorporated, a Missouri corporation (the
"COMPANY"), and RGA Capital Trust I, a Delaware statutory business trust (the
"TRUST"), issued and to sold to Lehman Brothers Inc . and Banc of America
Securities LLC (the "UNDERWRITERS") named in the Underwriting Agreement, dated
December 12, 2001 (the "UNDERWRITING AGREEMENT"), 4,500,
_____________
Lehman Brothers Inc – of February 8, 2001 (the "TRUST CERTIFICATE") filed
--------
(1) "Preferred Income Equity Redeemable Securities(SM)" and "PIERS(SM)" are
service marks owned by Lehman Brothers Inc .
{PAGE}
2
with the Secretary of State of the State of Delaware. The Trust will be governed
by, and the Preferred Securities
_____________
Lehman
Brothers Inc – and this Agreement.
Section 1. Appointment and Obligations of the Remarketing Agent. (a)
The Company and the Trust (together, the "ISSUERS") hereby appoint Lehman
Brothers Inc . as exclusive remarketing agent (the "REMARKETING AGENT"), and
Lehman Brothers Inc. hereby accepts appointment as Remarketing Agent, for the
purpose of (i)
_____________
Lehman Brothers Inc – Agent. (a)
The Company and the Trust (together, the "ISSUERS") hereby appoint Lehman
Brothers Inc. as exclusive remarketing agent (the "REMARKETING AGENT"), and
Lehman Brothers Inc . hereby accepts appointment as Remarketing Agent, for the
purpose of (i) remarketing the Remarketing Securities on behalf of the holders
thereof and (
_____________
dt 104954
;
More... |
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| 2001 |
Remarketing Agreement
Remarketing Agreement (50K)
Doc #146573: Click preview link for longer preview.
REMARKETING AGREEMENT
November o, 2001
.
.
.
Ladies and Gentlemen:
PartnerRe Ltd., a Bermuda company (the "Company") has requested that Morgan
Stanley & Co. Incorporated (the "Remarketing Agent") act as remarketing agent in
connection with the Remarketing of the Series B cumulative redeemable preferred
shares, par value $1.00 per share, issued by the Company (the "Preferred
Shares"), the terms of which are set forth in the certificate of designation,
rights and preferences of the Preferred Shares approved as of November o, 2001
by the Board of Directors (the "Certificate of Designation"), dated as of
November o, 2001.
Section 1. Definitions.
(a) Capitalized terms used and not defined in this Agreement shall have
the meanings set forth in the Purchase Contract Agreement, dated as of November
o, 2001 (the "Purchase Contract Agreement"), between the Company and JPMorgan
Chase Bank, as Purchase Contract Agent (the "Purchase Contract Agent").
(b) As used in this Agreement, the following terms have the following
meanings:
"Applicable Spread" has the meaning set forth in the Certificate of Designation.
"Moody's" shall mean Moody's Investors Service, Inc.
"Preliminary Prospectus" means any preliminary prospectus relating to the
Remarketed Preferred Shares included in the Registration Statement, including
the documents incorporated by reference therein as of the date of such
Preliminary Prospectus; and any reference to any amendment or supplement to such
Preliminary Prospectus shall be deemed to refer to and include any documents
filed after the date of such Preliminary Prospectus, under the Exchange Act, and
incorporated by reference in such Preliminary Prospectus.
"Prospectus" means the prospectus relating to the Remarketed Preferred Shares,
in the form in which first filed, or transmitted for filing, with the Commission
after the effective date of the Registration Statement pursuant to Rule 424(b),
including the documents incorporated by reference therein as of the date of such
Prospectus; and any reference to any amendment or supplement to such Prospectus
shall be deemed to refer to and include any documents filed after
{PAGE}
the date of such Prospectus, under the Exchange Act, and incorporated by
reference in such Prospectus.
"Registration Statement" means a registration statement under the Securities Act
prepared by the Company covering, inter alia, the Remarketing of the Preferred
----- ----
Shares pursuant to Section 5(a) hereunder, including all exhibits thereto and
the documents incorporated by reference in the prospectus contained in such
registration statement, and any post-effective amendments thereto.
"Remarketed Preferred Shares" means the Preferred Shares subject to the
Remarketing, as identified to the Remarketing Agent by the Purchase Contract
Agent, after 11:00 a.m., New York City time, on the fifth Business Day
immediately preceding o, 2004.
"Remarketing" means the remarketing of the Remarketed Preferred Shares pursuant
to the Remarketing Procedures.
"Remarketing Materials" means the Preliminary Prospectus, the Prospectus or any
other information furnished by the Company to the Remarketing Agent for
distribution to investors in connection with the Remarketing.
"Remarketing Procedures" means the procedures in connection with the Remarketing
of the Preferred Shares described in the Transaction Documents.
"Reset Rate" shall mean the dividend rate per annum, on the Preferred Shares, as
determined by the Remarketing Agent, that results from the Remarketing.
"S&P" shall mean Standard & Poor's Ratings Services.
"Series A preferred shares" means the 8% Series A Cumulative Preferred Shares of
the Company, par value $1.00 per share.
"Six-Month Benchmark Treasury Rate" shall mean the meaning set forth in the
Certificate of Designation.
"Transaction Documents" means the Purchase Contract Agreement, the Pledge
Agreement and the Certificate of Designation, collectively.
Section 2. Appointment and Obligations of the Remarketing Agent.
(a) The Company hereby appoints Morgan Stanley & Co. Incorporated as
exclusive remarketing agent, and, subject to the terms and conditions set forth
herein, Morgan Stanley & Co. Incorporated hereby accepts appointment as
Remarketing Agent, for the purpose of (1) Remarketing Remarketed Preferred
Shares on behalf of the holders thereof and (2) performing such other duties as
are assigned to the Remarketing Agent in the Remarketing Procedures, all in
accordance with and pursuant to the Remarketing Procedures.
(b) On the third Business Day immediately preceding the Purchase Contract
Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use
reasonable efforts
146573
|
PartnerRe
As referenced in this Remarketing Agreement:
PartnerRe Ltd – SEQUENCE}4
{FILENAME}dex992.txt
{DESCRIPTION}FORM OF REMARKETING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 99.2
REMARKETING AGREEMENT
November o, 2001
.
.
.
Ladies and Gentlemen:
PartnerRe Ltd ., a Bermuda company (the "Company") has requested that Morgan
Stanley & Co. Incorporated (the "Remarketing Agent") act as remarketing agent in
connection with
_____________
PartnerRe Ltd – Incorporated, Attention: o
(fax: o); and
(b) if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission to PartnerRe Ltd ., Chesney House, 96 Pitts Bay Road,
Hamilton HM 08, Bermuda, Attention: General Counsel (Fax: 442-292-3060), with a
copy to the
_____________
PARTNERRE LTD – Agent, please indicate your acceptance in the space provided for
that purpose below.
[SIGNATURES ON THE FOLLOWING PAGE]
15
{PAGE}
Very truly yours,
PARTNERRE LTD .
By:________________________________________
Name:
Title:
Accepted:
MORGAN STANLEY & CO. INCORPORATED
By:___________________________________
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 234459
;
JPMorgan Chase
As referenced in this Remarketing Agreement:
JPMorgan
Chase – Agreement, dated as of November
o, 2001 (the "Purchase Contract Agreement"), between the Company and JPMorgan
Chase Bank, as Purchase Contract Agent (the "Purchase Contract Agent").
(b) As used in this Agreement,
dt 45804
;
|
Morgan Stanley
As referenced in this Remarketing Agreement:
Morgan
Stanley & Co – TEXT}
{PAGE}
EXHIBIT 99.2
REMARKETING AGREEMENT
November o, 2001
.
.
.
Ladies and Gentlemen:
PartnerRe Ltd., a Bermuda company (the "Company") has requested that Morgan
Stanley & Co . Incorporated (the "Remarketing Agent") act as remarketing agent in
connection with the Remarketing of the Series B cumulative redeemable preferred
shares, par
_____________
Morgan Stanley & Co – the Pledge
Agreement and the Certificate of Designation, collectively.
Section 2. Appointment and Obligations of the Remarketing Agent.
(a) The Company hereby appoints Morgan Stanley & Co . Incorporated as
exclusive remarketing agent, and, subject to the terms and conditions set forth
herein, Morgan Stanley & Co. Incorporated hereby accepts appointment
_____________
Morgan Stanley & Co – a) The Company hereby appoints Morgan Stanley & Co. Incorporated as
exclusive remarketing agent, and, subject to the terms and conditions set forth
herein, Morgan Stanley & Co . Incorporated hereby accepts appointment as
Remarketing Agent, for the purpose of (1) Remarketing Remarketed Preferred
Shares on behalf of the holders thereof
_____________
Morgan Stanley & Co – shall be in writing,
and:
(a) if to the Remarketing Agent, shall be delivered or sent by mail, telex
or facsimile transmission to Morgan Stanley & Co . Incorporated, Attention: o
(fax: o); and
(b) if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission
_____________
MORGAN STANLEY & CO – space provided for
that purpose below.
[SIGNATURES ON THE FOLLOWING PAGE]
15
{PAGE}
Very truly yours,
PARTNERRE LTD.
By:________________________________________
Name:
Title:
Accepted:
MORGAN STANLEY & CO . INCORPORATED
By:___________________________________
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 183407
;
Davis Polk
As referenced in this Remarketing Agreement:
davis polk – relate to
the securities being remarketed hereunder and to the Remarketing Materials, if
any.
(g) Davis Polk & Wardwell, counsel for the Remarketing Agent, shall have
furnished to the Remarketing Agent its
dt 4704
|
Preview
Full Doc
| 2003 |
Remarketing Agreement
Remarketing Agreement (86K)
Doc #171528: Click preview link for longer preview.
SCOTTISH RE GROUP LIMITED
CONVERTIBLE PREFERRED SHARES
REMARKETING AGREEMENT
December 17, 2003
BEAR, STEARNS & CO. INC.
383 Madison Avenue
New York, New York 10179
Ladies and Gentlemen:
Scottish Re Group Limited, a Cayman Islands exempted company
(the "Company"), is issuing today 5,000,000 shares of its Convertible Preferred
Shares, $25 liquidation preference per share(and may issue up to an additional
750,000 shares to the extent that the over-allotment option is exercised
pursuant to the Underwriting Agreement (as defined below)) (the "Convertible
Preferred Shares"), pursuant to a Certificate of Designations (the "Certificate
of Designations") duly adopted by a resolution of the duly authorized committee
of the Board of Directors of the Company on December 11, 2003, and a Purchase
Contract Agreement, dated as of December 17, 2003 (the "Purchase Contract
Agreement"), between the Company and JPMorgan Chase Bank, as purchase contract
agent. Capitalized terms used but not defined in this Remarketing Agreement
(this "Agreement") shall have the meanings set forth in the Certificate of
Designations or the Purchase Agreement, as the case may be.
The Remarketing (as defined below) of the Convertible
Preferred Shares is provided for in the Certificate of Designations and the
Purchase Contract Agreement. As used in this Agreement, the term "Remarketed
Convertible Preferred Shares" means the Convertible Preferred Shares subject to
the Remarketing on the fourth Trading Day prior to the Purchase Contract
Settlement Date; the term "Remarketing Procedures" means the procedures in
connection with the Remarketing of the Convertible Preferred Shares described in
the Certificate of Designations, the Purchase Contract Agreement and this
Agreement; and the term "Remarketing" means the remarketing of the Remarketed
Convertible Preferred Shares pursuant to the Remarketing Procedures.
It is understood and agreed between the parties hereto that
the Remarketing shall be conducted for the benefit of the holders of the
Convertible Preferred Shares.
Section 1. Appointment and Obligations of the Remarketing
Agent. (a) The Company hereby appoints Bear, Stearns & Co. Inc., and Bear,
Stearns & Co. Inc. hereby accepts appointment, as exclusive remarketing agent
(the "Remarketing Agent") for the purpose of (i) Remarketing the Remarketed
Convertible Preferred Shares on behalf of the holders thereof and
{PAGE}
2
(ii) performing such other duties as are assigned to the Remarketing Agent in
the Remarketing Procedures, all in accordance with and pursuant to the
Remarketing Procedures.
(b) The Remarketing Agent agrees (i) to use commercially
reasonable efforts to remarket the Remarketed Convertible Preferred Shares
included in the Remarketing, (ii) to notify the Company promptly of the Reset
Rate and (iii) to carry out such other duties as are assigned to the Remarketing
Agent in the Remarketing Procedures, all in accordance with the provisions of
the Remarketing Procedures.
(c) On the fourth Trading Day immediately preceding the
Purchase Contract Settlement Date (the "Remarketing Date"), the Remarketing
Agent shall use commercially reasonable efforts to remarket, at a minimum price
of 100.25% of the aggregate liquidation preference thereof the Remarketed
Convertible Preferred Shares included in the Remarketing.
(d) If, as a result of the efforts described in Section 1(b),
the Remarketing Agent determines that it will be able to remarket all Remarketed
Convertible Preferred Shares included in the Remarketing for purchase at a
minimum price of 100.25% of the aggregate liquidation preference of such
Remarketed Convertible Preferred Shares prior to 4:00 p.m., New York City time,
on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate,
which shall be the rate per annum (rounded to the nearest one-thousandth (0.001)
of one percent) that the Remarketing Agent determines, in its sole judgment, to
be the lowest rate per annum, but not less than the original Dividend Rate on
the Convertible Preferred Shares, that will enable it to remarket, at such
price, all of the Remarketed Convertible Preferred Shares tendered or deemed
tendered for Remarketing.
(e) If none of the holders of Remarketed Convertible Preferred
Shares or the holders of Hybrid Capital Units elects to have Remarketed
Convertible Preferred Shares remarketed in the Remarketing, the Remarketing
Agent shall, in its sole discretion, determine the rate that would have been
established had a Remarketing of all the Convertible Preferred Shares been held
on the Remarketing Date, and such rate shall be the Reset Rate.
(f) If, by 4:30 p.m., New York City time, on the Remarketing
Date, the Remarketing Agent is unable to remarket all Remarketed Convertible
Preferred Shares included in the Remarketing, a failed Remarketing (the "Failed
Remarketing") shall be deemed to have occurred, and the Remarketing Agent shall
so advise by telephone the Depositary and the Company. If a Failed Remarketing
occurs, the Reset Rate will be equal to (i) 3-month LIBOR, plus (ii) a spread as
set forth in the Certificate of Designations.
(g) By approximately 4:30 p.m., New York City time, on the
Trading Day following the Remarketing Date, provided that there has not been a
Failed Remarketing, the Remarketing Agent shall advise, by telephone, (i) the
Depositary and the Company of the Reset Rate determined in the Remarketing and
the number of Remarketed Convertible Preferred Shares sold in the Remarketing,
(ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate
and the number of Remarketed Convertible Preferred Shares such purchaser is to
purchase and (iii) each purchaser to give instructions to its Depositary
Participant to pay the purchase price on the Purchase Contract Settlement Date
in same day funds against delivery of the Remarketed Convertible Preferred
Shares purchased through the facilities of the Depositary.
{PAGE}
3
The purchase price shall include any accrued and unpaid dividends as of the
Remarketing Settlement Date.
(h) The Remarketing Agent shall remit (i) to the collateral
agent for the Hybrid Capital Units (the "Collateral Agent") proceeds of the
171528
|
Bear, Stearns
As referenced in this Remarketing Agreement:
BEAR, STEARNS & CO. – 3
{SEQUENCE}6
{FILENAME}file005.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
SCOTTISH RE GROUP LIMITED
CONVERTIBLE PREFERRED SHARES
REMARKETING AGREEMENT
December 17, 2003
BEAR, STEARNS & CO. INC.
383 Madison Avenue
New York, New York 10179
Ladies and Gentlemen:
Scottish Re Group Limited, a Cayman Islands exempted company
(the "
_____________
Bear, Stearns & Co. – benefit of the holders of the
Convertible Preferred Shares.
Section 1. Appointment and Obligations of the Remarketing
Agent. (a) The Company hereby appoints Bear, Stearns & Co. Inc., and Bear,
Stearns & Co. Inc. hereby accepts appointment, as exclusive remarketing agent
(the "Remarketing Agent") for the purpose of (i) Remarketing
_____________
Bear,
Stearns & Co. – the
Convertible Preferred Shares.
Section 1. Appointment and Obligations of the Remarketing
Agent. (a) The Company hereby appoints Bear, Stearns & Co. Inc., and Bear,
Stearns & Co. Inc. hereby accepts appointment, as exclusive remarketing agent
(the "Remarketing Agent") for the purpose of (i) Remarketing the Remarketed
Convertible Preferred Shares
_____________
Bear, Stearns & Co. – that have become effective and the amendment or
amendments to such registration statements have been delivered or made available
by the Company to Bear, Stearns & Co. Inc. As used in this Agreement, "Effective
Time" means the date and time as of which the last of such registration
statements
_____________
Bear, Stearns & Co. – issued and delivered against payment therefor as provided by the Underwriting
Agreement, dated December 11, 2003 (the "Underwriting Agreement"), between the
Company and Bear, Stearns & Co. Inc., UBS Securities LLC, and J.P. Morgan
Securities Inc. will be duly and validly issued, fully paid as to their stated
_____________
dt 106757
;
SRG
As referenced in this Remarketing Agreement:
SCOTTISH RE GROUP LIMITED
–
{DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}6
{FILENAME}file005.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
SCOTTISH RE GROUP LIMITED
CONVERTIBLE PREFERRED SHARES
REMARKETING AGREEMENT
December 17, 2003
BEAR, STEARNS & CO. INC.
383 Madison Avenue
New York, New York 10179
Ladies and
_____________
Scottish Re Group Limited, – CONVERTIBLE PREFERRED SHARES
REMARKETING AGREEMENT
December 17, 2003
BEAR, STEARNS & CO. INC.
383 Madison Avenue
New York, New York 10179
Ladies and Gentlemen:
Scottish Re Group Limited, a Cayman Islands exempted company
(the "Company"), is issuing today 5,000,000 shares of its Convertible Preferred
Shares, $25 liquidation preference
_____________
SCOTTISH RE GROUP LIMITED, – agreement between
the Company and the Remarketing Agent, please indicate your acceptance in the
space provided for that purpose below.
Very truly yours,
SCOTTISH RE GROUP LIMITED, a Cayman
Islands exempted company
By:
----------------------------------
Name:
Title:
Accepted:
BEAR, STEARNS & CO. INC.
By:
----------------------------
Authorized Representative
{/TEXT}
{/DOCUMENT}
_____________
dt 231776
;
J.P. Morgan
As referenced in this Remarketing Agreement:
J.P. Morgan
Securities – by the Underwriting
Agreement, dated December 11, 2003 (the "Underwriting Agreement"), between the
Company and Bear, Stearns & Co. Inc., UBS Securities LLC, and J.P. Morgan
Securities Inc. will be duly and validly issued, fully paid as to their stated
price of $25 per share and non-assessable and will
_____________
dt 98098
;
|
JPMorgan Chase
As referenced in this Remarketing Agreement:
JPMorgan Chase – Agreement, dated as of December 17, 2003 (the "Purchase Contract
Agreement"), between the Company and JPMorgan Chase Bank, as purchase contract
agent. Capitalized terms used but not defined in this Remarketing Agreement
(
JPMorgan Chase – Preferred Shares subject to the Pledge Agreement, dated
as of December 17, 2003, made by JPMorgan Chase Bank, on behalf of the holders
of Hybrid Capital Units, in favor of the Company (
dt 46092
;
UBS Securities
As referenced in this Remarketing Agreement:
UBS Securities LLC – payment therefor as provided by the Underwriting
Agreement, dated December 11, 2003 (the "Underwriting Agreement"), between the
Company and Bear, Stearns & Co. Inc., UBS Securities LLC , and J.P. Morgan
Securities Inc. will be duly and validly issued, fully paid as to their stated
price of $25 per
_____________
dt 106590
;
More... |
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Remarketing Agreement
Remarketing Agreement (114K)
Doc #312218: Click preview link for longer preview.
METLIFE, INC.
8.00% Debentures due 2005
REMARKETING AGREEMENT
February 12, 2003
Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Credit Suisse First Boston LLC ("CSFB") and Goldman, Sachs &
Co. ("Goldman") (together, the "Remarketing Agents") are undertaking to remarket
8.00% Debentures due May 15, 2005 (principal amount $50 per Debenture) (the
"Debentures"), issued by MetLife, Inc., a Delaware corporation (the "Company"),
pursuant to the Purchase Contract Agreement between the Company and Bank One
Trust Company, N.A., as purchase contract agent (the "Purchase Contract Agent"),
dated as of April 7, 2000 (the "Purchase Contract Agreement"). The Debentures
have been issued pursuant to an Indenture dated as of April 7, 2000 (the "Base
Indenture"), between the Company and The Bank of New York, as trustee (the
"Debenture Trustee"), as supplemented by the First Supplemental Indenture, dated
as of April 7, 2000 ("Supplemental Indenture No. 1," and, together with the Base
Indenture and all other amendments and supplements thereto in effect on the date
hereof, the "Indenture"), between the Company and the Debenture Trustee. The
Debentures were initially issued by the Company to MetLife Capital Trust I, a
statutory business trust formed under Delaware law (the "Trust"), together with
a guarantee on a senior unsecured basis, subject to certain restrictions (the
"Guarantee"), of the 8.00% Capital Securities (stated liquidation amount $50 per
Capital Security) (the "Capital Securities") issued by the Trust pursuant the
terms of the Declaration of Trust dated as of March 3, 2000, among the Company,
as the sponsor, The Bank of New York, as property trustee (the "Property
Trustee"), The Bank of New York (Delaware), as the Delaware trustee (the
"Delaware Trustee"), the administrative trustees named therein and the holders
from time to time of the beneficial interests in the assets of the Trust, as
subsequently amended and restated by the Amended and Restated Declaration of
Trust dated as of April 7, 2000, among such parties (together, the
"Declaration"). Each Capital Security was issued as part of a unit (the "Unit")
that initially also included a contract (a "Purchase Contract") which was issued
pursuant to the Purchase Contract Agreement and under which the holder is
obligated to purchase from the Company on May 15, 2003 a number of shares of
common stock, par value $0.01 per share, of the Company (the "Common Stock"),
equal to the Settlement Rate as set forth in the Purchase Contract Agreement. In
accordance with the Declaration, on February 6, 2003, the Company and the
administrative trustees of the Trust dissolved the Trust and cancelled the
Capital Securities. In accordance with the terms of the Purchase Contract
Agreement, the Debentures were distributed to holders of the Capital Securities.
The debentures constituting a part of the Units have been pledged by the
Purchase Contract Agent, on behalf of the holders of the Units, to The Bank of
New York, as collateral agent (the "Collateral Agent"), pursuant to the Pledge
Agreement, dated as of April 7, 2000 (the "Pledge Agreement"), among the
Company, the Purchase Contract Agent, the Collateral Agent and The Bank of New
York, as custodial agent (the "Custodial Agent") and securities intermediary, to
secure the holders' obligation to purchase Common Stock under the Purchase
Contracts.
Capitalized terms used and not defined in this Remarketing
Agreement shall have the meanings set forth in the Purchase Contract Agreement,
the Pledge Agreement and the Indenture, as the case may be. Unless the context
otherwise
1
{PAGE}
requires, all references in the Purchase Contract Agreement, the Pledge
Agreement and the Indenture to the Capital Securities shall be deemed to refer
to the Debentures.
The Remarketing (as defined below) of the Debentures is
provided for in the Purchase Contract Agreement. As used in this Remarketing
Agreement, "Transaction Documents" shall mean, collectively, the Purchase
Contract Agreement, the Declaration, the Indenture, the Pledge Agreement and
this Remarketing Agreement; the term "Remarketed Debentures" means the
Debentures subject to the Remarketing as notified to the Remarketing Agent by
the Purchase Contract Agent and the Custodial Agent, on or prior to the first
Business Day prior to the Remarketing Date; the term "Remarketing Procedures"
means the procedures in connection with the Remarketing of the Debentures,
described in the Purchase Contract Agreement, the Pledge Agreement and the
Declaration, as the case may be; the term "Remarketing" means the remarketing of
the Remarketed Debentures pursuant to the Remarketing Procedures; the term
"Remarketing Date" means the third Business Date immediately preceding February
15, 2003.
1. Appointment and Obligations of the Remarketing Agents and Reset
Agents. (a) The Company hereby appoints CSFB and Goldman as exclusive
Remarketing Agents and Reset Agents, and each of CSFB and Goldman, acting
severally and not jointly, hereby accepts appointment as Remarketing Agent and
Reset Agent, for the purpose of (i) Remarketing the Remarketed Debentures on
behalf of the holders thereof, (ii) establishing the Reset Rate (as defined in
the Declaration) for the Debentures in connection with the Remarketing, and
(iii) performing such other duties as are assigned to the Remarketing Agents and
Reset Agents in the Remarketing Procedures and the Declaration, all in
accordance with and pursuant to the Remarketing Procedures and the Declaration.
(b) The Remarketing Agents agree (i) to use commercially reasonable
best efforts to remarket the Remarketed Debentures tendered or deemed tendered
to the Remarketing Agents in the Remarketing, (ii) to establish the Reset Rate
in accordance with the Declaration and to notify the Company, the Depositary and
the Debenture Trustee promptly of the Reset Rate and (iii) to carry out such
other duties as are assigned to the Remarketing Agents and Reset Agents in the
Remarketing Procedures, all in accordance with the provisions of the Remarketing
Procedures and the Declaration.
312218
|
MetLife
As referenced in this Remarketing Agreement:
METLIFE, INC – {DOCUMENT}
{TYPE}EX-1.1
{SEQUENCE}3
{FILENAME}y83708exv1w1.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 1.1
METLIFE, INC .
8.00% Debentures due 2005
REMARKETING AGREEMENT
February 12, 2003
Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York
_____________
MetLife, Inc – the "Remarketing Agents") are undertaking to remarket
8.00% Debentures due May 15, 2005 (principal amount $50 per Debenture) (the
"Debentures"), issued by MetLife, Inc ., a Delaware corporation (the "Company"),
pursuant to the Purchase Contract Agreement between the Company and Bank One
Trust Company, N.A., as
_____________
METLIFE, INC – be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
20
{PAGE}
Very truly yours,
METLIFE, INC .
By: /s/ Anthony J. Williamson
--------------------------------
Name: Anthony J. Williamson
Title: SVP & Treasurer
BANK ONE TRUST COMPANY, N.A.
as Purchase Contract Agent
_____________
MetLife, Inc – connection with the issue or sale of any securities in
circumstances in which Section 21(1) of the FSMA does not apply to MetLife, Inc .
This communication is directed only at persons who (1) are outside
the United Kingdom or (2) have professional experience in matters relating
_____________
dt 317099
;
BNY
As referenced in this Remarketing Agreement:
Bank of New York, – The Debentures
have been issued pursuant to an Indenture dated as of April 7, 2000 (the "Base
Indenture"), between the Company and The Bank of New York, as trustee (the
"Debenture Trustee"), as supplemented by the First Supplemental Indenture, dated
as of April 7, 2000 ("Supplemental Indenture No. 1,"
_____________
Bank of New York, – the Trust pursuant the
terms of the Declaration of Trust dated as of March 3, 2000, among the Company,
as the sponsor, The Bank of New York, as property trustee (the "Property
Trustee"), The Bank of New York (Delaware), as the Delaware trustee (the
"Delaware Trustee"), the administrative trustees
_____________
Bank of New York – as of March 3, 2000, among the Company,
as the sponsor, The Bank of New York, as property trustee (the "Property
Trustee"), The Bank of New York (Delaware), as the Delaware trustee (the
"Delaware Trustee"), the administrative trustees named therein and the holders
from time to time of the
_____________
Bank of
New York, – a part of the Units have been pledged by the
Purchase Contract Agent, on behalf of the holders of the Units, to The Bank of
New York, as collateral agent (the "Collateral Agent"), pursuant to the Pledge
Agreement, dated as of April 7, 2000 (the "Pledge Agreement"), among the
_____________
Bank of New
York, – Pledge
Agreement, dated as of April 7, 2000 (the "Pledge Agreement"), among the
Company, the Purchase Contract Agent, the Collateral Agent and The Bank of New
York, as custodial agent (the "Custodial Agent") and securities intermediary, to
secure the holders' obligation to purchase Common Stock under the Purchase
Contracts.
_____________
dt 339851
;
CSFB LLC
As referenced in this Remarketing Agreement:
Credit Suisse First Boston LLC – FILENAME}y83708exv1w1.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 1.1
METLIFE, INC.
8.00% Debentures due 2005
REMARKETING AGREEMENT
February 12, 2003
Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
_____________
Credit Suisse First Boston LLC – LLC
Eleven Madison Avenue
New York, New York 10010
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Credit Suisse First Boston LLC ("CSFB") and Goldman, Sachs &
Co. ("Goldman") (together, the "Remarketing Agents") are undertaking to remarket
8.00% Debentures due May 15, 2005 (principal
_____________
Credit Suisse First
Boston LLC – if mailed or
transmitted by any standard form of telecommunication; notices to the
Remarketing Agents and Reset Agents shall be directed to (i) Credit Suisse First
Boston LLC , Eleven Madison Avenue, New York, NY 10010 and (ii) Goldman Sachs &
Co., 85 Broad Street, New York, NY 10004, with a copy
_____________
CREDIT SUISSE FIRST BOSTON LLC – Rotunno
--------------------------------
Name: Janice Ott Rotunno
Title: Vice President
Accepted as of the date hereof
on behalf of each Remarketing Agent and Reset Agent:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ Sharon Harrison
-----------------------------
Name: Sharon Harrison
Title: Director
GOLDMAN, SACHS & CO.
By: /s/ Goldman Sachs & Co
-----------------------------
Name:
Title:
21
{PAGE}
ANNEX
_____________
dt 314881
;
|
Goldman, Sachs
As referenced in this Remarketing Agreement:
Goldman, Sachs & Co. – 8.00% Debentures due 2005
REMARKETING AGREEMENT
February 12, 2003
Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Credit Suisse First Boston LLC ("CSFB") and Goldman, Sachs &
Co. ("Goldman") (
_____________
Goldman, Sachs &
Co. – York 10010
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Credit Suisse First Boston LLC ("CSFB") and Goldman, Sachs &
Co. ("Goldman") (together, the "Remarketing Agents") are undertaking to remarket
8.00% Debentures due May 15, 2005 (principal amount $50 per Debenture) (the
"
_____________
Goldman Sachs &
Co. – Agents and Reset Agents shall be directed to (i) Credit Suisse First
Boston LLC, Eleven Madison Avenue, New York, NY 10010 and (ii) Goldman Sachs &
Co. , 85 Broad Street, New York, NY 10004, with a copy to Skadden, Arps, Slate,
Meagher & Flom LLP, Four Times Square, New York,
_____________
GOLDMAN, SACHS & CO. – on behalf of each Remarketing Agent and Reset Agent:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ Sharon Harrison
-----------------------------
Name: Sharon Harrison
Title: Director
GOLDMAN, SACHS & CO.
By: /s/ Goldman Sachs & Co
-----------------------------
Name:
Title:
21
{PAGE}
ANNEX I
SIGNIFICANT SUBSIDIARIES
METROPOLITAN LIFE INSURANCE COMPANY (NY)
GENAMERICA FINANCIAL CORPORATION (MO)
_____________
dt 319443
;
Debevoise
As referenced in this Remarketing Agreement:
Debevoise & Plimpton, – and all
conditions on its part to be performed under this Remarketing Agreement at or
prior to the Remarketing Closing Date; and
(n) Debevoise & Plimpton, counsel for the Company, shall have
furnished to the Remarketing Agents their written opinion, dated the Remarketing
Closing Date, in form and
_____________
dt 500136
;
Skadden
As referenced in this Remarketing Agreement:
Skadden, Arps – have furnished to such counsel all documents and information that
they may reasonably request to enable them to pass upon such matters;
(d) Skadden, Arps , Slate, Meagher & Flom LLP, counsel for the
Remarketing Agents and Reset Agents, shall have furnished to the Remarketing
Agents and Reset Agents
_____________
Skadden, Arps – Eleven Madison Avenue, New York, NY 10010 and (ii) Goldman Sachs &
Co., 85 Broad Street, New York, NY 10004, with a copy to Skadden, Arps , Slate,
Meagher & Flom LLP, Four Times Square, New York, New York 10036, attention of
Susan J. Sutherland, Esq.; if to the Company
_____________
dt 322671
|
Preview
Full Doc
| 2002 |
Remarketing Agreement [Form]
Remarketing Agreement [Form] (36K)
Doc #317639: Click preview link for longer preview.
FORM OF REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of ___________ (the "Agreement") by
and among BERKSHIRE HATHAWAY INC., a Delaware corporation (the "Company"), THE
BANK OF NEW YORK, a New York banking corporation, not individually but solely as
Indenture Trustee (the "Indenture Trustee"), SQUARZ Agent (the "SQUARZ Agent")
and as attorney-in-fact of the Holders of SQUARZ, and [ ] (the "Remarketing
Agent").
WITNESSETH:
WHEREAS, the Company issued (__________) SQUARZ (the "SQUARZ") under
the SQUARZ Agreement, dated as of May 28, 2002, by and between the SQUARZ Agent
and the Company (the "SQUARZ Agreement");
WHEREAS, each SQUARZ represents the beneficial ownership interest in
(a) a 3.00% Senior Unsecured Note due 2007 (the "Note") of the Company with a
principal amount of $10,000, (b) a warrant to purchase 0.1116 share of Berkshire
Class A Common Stock or 3.3480 of Berkshire Class B Common Stock, at the
holder's option, and (c) a pro rata amount of unmatured Initial Pledged
Treasuries;
WHEREAS, the Notes were issued pursuant to the Indenture, dated as of
May 28, 2002, made by the Company to the Indenture Trustee, as trustee, as
supplemented by the Officers' Certificate, dated as of May 28, 2002 (the
"Officers' Certificate"), establishing the terms, provisions and conditions of
the Notes;
WHEREAS, the Notes forming a part of the SQUARZ and the Initial
Pledged Treasuries have initially been pledged pursuant to the Pledge Agreement
(the "Pledge Agreement"), dated as of May 28, 2002, by and among the Company,
THE BANK OF NEW YORK, a New York banking corporation, as collateral agent (the
"Collateral Agent"), and the SQUARZ Agent, to secure the obligations of Holders
of SQUARZ to pay Underlying Warrant Installment Payments;
WHEREAS, by the exercise of Underlying Warrants or the creation of
Stripped SQUARZ, certain of the Notes are no longer held by the Collateral Agent
but are held directly by the holders thereof;
WHEREAS, the Remarketing Agent will attempt on the Remarketing Date to
remarket all of the Notes, other than the Notes of Holders who elect not to
participate in the Remarketing pursuant to the procedures set forth in Article
VI of the SQUARZ Agreement and Article V of Exhibit A to the Officers'
Certificate;
WHEREAS, the Company has requested [ ] to act as the
Remarketing Agent, and as such to perform the services described herein; and
1
{PAGE}
WHEREAS, [ ] is willing to act as the Remarketing
Agent and as such to perform such duties on the terms and conditions expressly
set forth herein;
NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:
Section 1. Definitions.
Capitalized terms used and not defined in this Agreement, in the
recitals hereto or in the paragraph preceding such recitals shall have the
meanings assigned to them in the SQUARZ Agreement or, if not therein defined,
the Pledge Agreement.
Section 2. Appointment and Obligations of the Remarketing Agent.
(a) The Company hereby appoints [ ], and [ ]
hereby accepts such appointment, (i) as the Remarketing Agent to determine the
Reset Rate in the manner provided for herein and in the Indenture and the SQUARZ
Agreement (as in effect on the date of this Remarketing Agreement) with respect
to the Notes, which Reset Rate shall, if applicable, not exceed the maximum rate
permitted by applicable law, and (ii) as the exclusive Remarketing Agent
(subject to the right of such Remarketing Agent to appoint additional
remarketing agents hereunder as described below) to remarket the Notes to be
included in the Remarketing on the Remarketing Date.
(b) The Company agrees that the Remarketing Agent shall have the
right, on 15 Business Days notice to the Company, to appoint one or more
additional remarketing agents so long as any such additional remarketing agents
shall be reasonably acceptable to the Company; provided, that, such
appointment(s) shall not require the Company to pay, in the aggregate, a
remarketing fee, whether to the Remarketing Agent, any such additional
remarketing agent or otherwise, in excess of the remarketing fee payable by the
Company to the Remarketing Agent under Section 4. Upon any such appointment, the
parties shall enter into an appropriate amendment to this Agreement to reflect
the addition of any such additional remarketing agent(s).
(c) It is understood and agreed that the Remarketing Agent shall not
have any obligation whatsoever to purchase any Notes, and shall in no way be
obligated to provide funds to make payment upon tender of Notes for Remarketing
or to otherwise expend or risk their own funds or incur or be exposed to
financial liability in the performance of their respective duties under this
Agreement. Except for its obligations to repurchase the Notes pursuant to the
Indenture, the Company shall not be obligated in any event to provide funds to
make payment to the holders thereof upon delivery of Notes for Remarketing.
Section 3. Remarketing Procedures.
(a) (i) On the fourth Business Day (the "Reset Announcement Date")
immediately preceding the Remarketing Date, the Remarketing Agent and the
Company shall determine the Applicable Benchmark Treasury (as defined below) and
the Remarketing Agent shall determine the reset spread (the "Reset Spread") to
be added to the yield on the
2
{PAGE}
Applicable Benchmark Treasury to be used to determine the Reset Rate. The Reset
Rate on the Notes will be equal to the sum of the Reset Spread and the yield on
the Applicable Benchmark Treasury in effect on the Remarketing Date. The
Remarketing Agent shall establish the Reset Spread so that the Notes with the
resulting Reset Rate are expected to have an approximate market value on the
Remarketing Date of 100.125% of their principal amount, plus any accrued and
unpaid interest.
(ii) The Company shall announce the Reset Spread and the
Applicable Benchmark Treasury on the Reset Announcement Date, and
cause a notice of the Reset Spread and the Applicable Benchmark
Treasury to be published on the Business Day following the Reset
Announcement Date by publication in a daily newspaper in the English
language of general circulation in New York City, which is expected to
be The Wall Street Journal. The Company shall request, not later than
seven nor more than 15 calendar days prior to the Reset Announcement
Date, that DTC notify its participants holding the SQUARZ or the Notes
of the Reset Announcement Date and of the procedures that must be
followed if any owner of SQUARZ or Notes wishes to elect not to
participate in the Remarketing.
(iii) The "Applicable Benchmark Treasury" means direct
obligations of the United States, as agreed upon by the Company and
the Remarketing Agent (which may be obligations traded on a
when-issued basis only), having a maturity of six months. The yield
for the Applicable Benchmark Treasury shall be the bid side yield
displayed at 10:00 a.m., New York City time, on the Remarketing Date
in the Telerate system (or if the Telerate system is no longer
available on that date or, in the opinion of the Remarketing Agent
(after consultation with the Company), no longer an appropriate system
from which to obtain the yield, such other nationally recognized
quotation system as, in the opinion of the Remarketing Agent (after
consultation with the Company), is appropriate). If this yield is not
so displayed, the yield for the Applicable Benchmark Treasury will be,
as calculated by the Remarketing Agent, the yield to maturity for the
317639
|
Berkshire
As referenced in this Remarketing Agreement [Form]:
BERKSHIRE HATHAWAY INC – OF REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 1.1
FORM OF REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of ___________ (the "Agreement") by
and among BERKSHIRE HATHAWAY INC ., a Delaware corporation (the "Company"), THE
BANK OF NEW YORK, a New York banking corporation, not individually but solely as
Indenture Trustee (
_____________
Berkshire Hathaway Inc – receipt requested and postage prepaid. All such notices, requests,
consents or other communications shall be addressed as follows: if to the
Company, to Berkshire Hathaway Inc ., 1440 Kiewit Plaza, Omaha, Nebraska 68131,
Attention: Marc D. Hamburg, Vice President and Chief Financial Officer; if to
the
10
{PAGE}
Remarketing
_____________
BERKSHIRE HATHAWAY INC – be executed in its name and on
its behalf by one of its duly authorized signatories as of the date first above
written.
BERKSHIRE HATHAWAY INC .
By _____________________________________
Name:
Title:
[Remarketing Agent]
By: ____________________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
THE BANK OF NEW YORK,
not individually but solely
_____________
dt 678051
;
|
BNY
As referenced in this Remarketing Agreement [Form]:
BANK OF NEW YORK, – OF REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of ___________ (the "Agreement") by
and among BERKSHIRE HATHAWAY INC., a Delaware corporation (the "Company"), THE
BANK OF NEW YORK, a New York banking corporation, not individually but solely as
Indenture Trustee (the "Indenture Trustee"), SQUARZ Agent (the "SQUARZ Agent")
and as
_____________
BANK OF NEW YORK, – initially been pledged pursuant to the Pledge Agreement
(the "Pledge Agreement"), dated as of May 28, 2002, by and among the Company,
THE BANK OF NEW YORK, a New York banking corporation, as collateral agent (the
"Collateral Agent"), and the SQUARZ Agent, to secure the obligations of Holders
of
_____________
Bank of
New York, – Hamburg, Vice President and Chief Financial Officer; if to
the
10
{PAGE}
Remarketing Agent, to [ ]; and if to the SQUARZ Agent, to The Bank of
New York, 101 Barclay Street, New York, New York 10286, Attention: Corporate
Trust Administration, or to such other address as any of the above
_____________
BANK OF NEW YORK, – of the date first above
written.
BERKSHIRE HATHAWAY INC.
By _____________________________________
Name:
Title:
[Remarketing Agent]
By: ____________________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
THE BANK OF NEW YORK,
not individually but solely as SQUARZ
Agent and as attorney-in-fact for the
Holders of the SQUARZ and Notes
By: ________________________________
_____________
dt 573711
|
Preview
Full Doc
| 2002 |
Marketing Contract
Marketing Contract (97K)
Doc #345573: Click preview link for longer preview.
MARKETING CONTRACT DATED JANURAY 1, 2000
Exhibit 10.15
[LOGO] Unum
Protecting everything you work for
MARKETING CONTRACT
------------------
This Contract is made effective January 1, 2000 , by and between
------ ------
Unum Life Insurance Company of America and its affiliates ( . . .
345573
|
Triad Hospitals
As referenced in this Marketing Contract:
Triad Hospitals, – This Amendment is effective January 1, 2000 as to the CISCO System,
Inc. group term life case, policy numbers 25713 and 25714 and
effective September 1, 2000 as to the Triad Hospitals, Inc. long-term
disability case, policy number 25479. This Amendment applies only to
the above-referenced cases and policies.
2) A 4% flat marketing service fee will be paid
_____________
Triad Hospitals, – and policies.
2) A 4% flat marketing service fee will be paid to USI on the CISCO
System, Inc. group term life case, policy numbers 25713 and 25714 and
the Triad Hospitals, Inc. long-term disability case, policy number
25479 as of the effective dates noted above. No other compensation
will be paid to USI other than the 4% marketing service
_____________
Triad Hospitals, – to USI other than the 4% marketing service fee, and the
4% marketing service fee will only be paid to USI under the following
conditions:
a) CISCO System, Inc. and Triad Hospitals, Inc. remain Unum cases;
and
b) Strategic Benefit Planning of Houston, Texas remains the broker
of record on both cases; and
c) If there is a rate change up
_____________
Triad Hospitals, – If there is a rate change up to and including the renewal date of
January 1, 2003 for CISCO System, Inc. and a renewal date of May
12, 2001 for Triad Hospitals, Inc., Unum reserves the right to
renegotiate the marketing service fee.
3) Unless expressly modified by this Amendment, all terms and conditions
in the Marketing Contract shall remain in
_____________
dt 728834
;
| |
Preview
Full Doc
| 2003 |
Remarketing Agreement
Remarketing Agreement (63K)
Doc #348051: Click preview link for longer preview.
REMARKETING AGREEMENT
May 23, 2003
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
JPMorgan Chase Bank
4 New York Plaza 15th Floor,
New York, New York 10004
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of May 23, 2003 (the "AGREEMENT") by and
between The Hartford Financial Services Group, Inc., a Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co., as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New York banking corporation, not
individually but solely as Purchase Contract Agent (the "PURCHASE CONTRACT
AGENT") and as attorney-in-fact of the holders of Purchase Contracts (as defined
in the Purchase Contract Agreement referred to below).
Section 1. Definitions.
(a) Capitalized terms used and not defined in this Agreement
shall have the meanings set forth in the Purchase Contract Agreement,
dated as of May 23, 2003, between the Company and JPMorgan Chase Bank,
as Purchase Contract Agent, as amended from time to time (the "PURCHASE
CONTRACT AGREEMENT").
(b) As used in this Agreement, the following terms have the
following meanings:
"PRELIMINARY PROSPECTUS" means any preliminary prospectus relating to
the Remarketed Senior Notes included in the Registration Statement, including
the documents incorporated by reference therein as of the date of such
Preliminary Prospectus; and any reference to any amendment or supplement to such
Preliminary Prospectus shall be deemed to refer to and include any documents
filed after the date of such Preliminary Prospectus, under the Exchange Act, and
incorporated by reference in such Preliminary Prospectus.
"PROSPECTUS" means the prospectus relating to the Remarketed Senior
Notes, in the form in which first filed, or transmitted for filing, with the
Commission after the effective date of the Registration Statement pursuant to
Rule 424(b), including the documents incorporated by reference therein as of the
date of such Prospectus; and any reference to any amendment or
{PAGE}
supplement to such Prospectus shall be deemed to refer to and include any
documents filed after the date of such Prospectus, under the Exchange Act, and
incorporated by reference in such Prospectus.
"REGISTRATION STATEMENT" means a registration statement under the
Securities Act prepared by the Company covering, inter alia, the Remarketing of
the Remarketed Senior Notes pursuant to Section 5(a) hereunder, including all
exhibits thereto and the documents incorporated by reference in the prospectus
contained in such registration statement, and any post-effective amendments
thereto.
"REMARKETED SENIOR NOTES" means the Pledged Senior Notes and the
Separate Senior Notes, if any, subject to Remarketing as identified to the
Remarketing Agent by the Purchase Contract Agent and the Custodial Agent,
respectively, after 11:00 a.m., New York City time, on the Business Day
immediately preceding the applicable Remarketing Date, and shall include: (a)
(i) in the case of the Initial Remarketing, the Second Remarketing and the Third
Remarketing, the Pledged Senior Notes and (ii) in the case of the Final
Remarketing, the Senior Notes of the Holders of Normal Units who have not
notified the Purchase Contract Agent prior to 5:00 p.m. on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date of their
intention to effect a Cash Settlement of the related Purchase Contracts pursuant
to the terms of the Purchase Contract Agreement or who have so notified the
Purchase Contract Agent but failed to make the required cash payment on the
fourth Business Day immediately preceding the Purchase Contract Settlement Date
pursuant to the terms of the Purchase Contract Agreement, and (b) the Separate
Senior Notes of the holders of Separate Senior Notes, if any, who have elected
to have their Separate Senior Notes be remarketed in such Remarketing pursuant
to the terms of the Purchase Contract Agreement.
"REMARKETING" means the remarketing of the Remarketed Senior Notes
pursuant to this Remarketing Agreement.
"REMARKETING FEE" has the meaning set forth in Section 4.
"REMARKETING MATERIALS" means the Preliminary Prospectus, the
Prospectus or any other information furnished by the Company to the Remarketing
Agent for distribution to investors in connection with the Remarketing.
"SENIOR NOTES" means the senior notes due August 16, 2008 of the
Company.
"TRANSACTION DOCUMENTS" means this Agreement, the Purchase Contract
Agreement, the Pledge Agreement and the Indenture, in each case as amended or
supplemented from time to time.
Section 2. Appointment and Obligations of the Remarketing
Agent.
(a) The Company hereby appoints Goldman, Sachs & Co. as the
exclusive Remarketing Agent, and, subject to the terms and conditions
set forth herein, Goldman, Sachs & Co. hereby accepts appointment as
Remarketing Agent, for the purpose of (i) remarketing the Remarketed
Senior Notes on behalf of the holders thereof, (ii) determining, in
consultation with the Company, in the manner provided for herein and in
the Purchase Contract Agreement and the Indenture, the Reset Rate for
the Senior Notes, and (iii) performing such other duties as are
assigned to the Remarketing Agent in the Transaction Documents.
2
{PAGE}
(b) Unless a Special Event Redemption has occurred prior to
such date, on the third Business Day immediately preceding May 16, 2006
(the "INITIAL REMARKETING DATE"), the Remarketing Agent shall use its
reasonable efforts to remarket ("INITIAL REMARKETING") the Remarketed
Senior Notes, at a price (the "REMARKETING PRICE"), based on the Reset
Rate, equal to approximately 100.50% (or, if the Remarketing Agent is
unable to remarket the Remarketed Senior Notes at such price, at a
price below 100.50% in the discretion of the Remarketing Agent, but in
no event less than 100%, net of any Remarketing Fee and any other fees
and commissions) of the sum of the Treasury Portfolio Purchase Price
and the Separate Senior Notes Purchase Price.
(c) In the case of a Failed Initial Remarketing and unless a
Special Event Redemption has occurred prior to such date, on the third
Business Day immediately preceding June 16, 2006 (the "SECOND
REMARKETING DATE"), the Remarketing Agent shall use its reasonable
348051
|
Hartford
As referenced in this Remarketing Agreement:
Hartford Financial Services Group, Inc – Plaza 15th Floor,
New York, New York 10004
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of May 23, 2003 (the "AGREEMENT") by and
between The Hartford Financial Services Group, Inc ., a Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co., as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New York banking corporation, not
individually but solely as
_____________
Hartford Financial Services
Group, Inc – New York, New York, 10004, Attention: Don Hansen (Fax:
212-357-5505);
(b) if to the Company, shall be delivered or sent by mail,
telex or facsimile transmission to The Hartford Financial Services
Group, Inc ., Hartford Plaza, Hartford, Connecticut 06115-1900,
Attention: General Counsel (Fax: 860-547-5714); and
(c) if to the Purchase Contract Agent, shall be delivered or
sent by mail, telex
_____________
HARTFORD FINANCIAL SERVICES
GROUP, INC – Remarketing Agent and the Purchase Contract Agent, please indicate
your acceptance in the space provided for that purpose below.
[SIGNATURES ON THE FOLLOWING PAGE]
17
{PAGE}
Very truly yours,
THE HARTFORD FINANCIAL SERVICES
GROUP, INC .
By: /s/ John N. Giamalis
__________________________
Name: John N. Giamalis
Title: Senior Vice President
and Treasurer
CONFIRMED AND ACCEPTED:
GOLDMAN, SACHS & CO.
as Remarketing Agent
By: /s/ Goldman, Sachs &
_____________
dt 1412399
;
UBS Warburg
As referenced in this Remarketing Agreement:
UBS
Warburg LLC – and the Underwriters identified in Schedule I to the
related Pricing Agreement dated as of May 19, 2003 among the Company
and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and UBS
Warburg LLC , is true and correct as if made on each of the dates
specified above; provided that for purposes of this Section 3(a), (A)
any reference in such sections
_____________
dt 743962
;
Goldman, Sachs
As referenced in this Remarketing Agreement:
Goldman, Sachs & Co. – {DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}9
{FILENAME}y87051exv4w4.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.4
REMARKETING AGREEMENT
May 23, 2003
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
JPMorgan Chase Bank
4 New York Plaza 15th Floor,
New York, New York 10004
Attention: Institutional Trust Services
Ladies and Gentlemen:
This
_____________
Goldman, Sachs & Co. – Trust Services
Ladies and Gentlemen:
This Agreement is dated as of May 23, 2003 (the "AGREEMENT") by and
between The Hartford Financial Services Group, Inc., a Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co. , as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New York banking corporation, not
individually but solely as Purchase Contract Agent (the "PURCHASE CONTRACT
AGENT") and
_____________
Goldman, Sachs & Co. – Pledge Agreement and the Indenture, in each case as amended or
supplemented from time to time.
Section 2. Appointment and Obligations of the Remarketing
Agent.
(a) The Company hereby appoints Goldman, Sachs & Co. as the
exclusive Remarketing Agent, and, subject to the terms and conditions
set forth herein, Goldman, Sachs & Co. hereby accepts appointment as
Remarketing Agent, for the purpose of (i)
_____________
Goldman, Sachs & Co. – Appointment and Obligations of the Remarketing
Agent.
(a) The Company hereby appoints Goldman, Sachs & Co. as the
exclusive Remarketing Agent, and, subject to the terms and conditions
set forth herein, Goldman, Sachs & Co. hereby accepts appointment as
Remarketing Agent, for the purpose of (i) remarketing the Remarketed
Senior Notes on behalf of the holders thereof, (ii) determining, in
consultation with the Company,
_____________
Goldman, Sachs & Co. – 19, 2003 (the "UNDERWRITING AGREEMENT") among
the Company and the Underwriters identified in Schedule I to the
related Pricing Agreement dated as of May 19, 2003 among the Company
and Goldman, Sachs & Co. , Morgan Stanley & Co. Incorporated and UBS
Warburg LLC, is true and correct as if made on each of the dates
specified above; provided that for purposes of this Section
_____________
dt 756243
;
|
JPMorgan Chase
As referenced in this Remarketing Agreement:
JPMorgan Chase Bank
– 4.4
{SEQUENCE}9
{FILENAME}y87051exv4w4.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.4
REMARKETING AGREEMENT
May 23, 2003
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
JPMorgan Chase Bank
4 New York Plaza 15th Floor,
New York, New York 10004
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of May 23, 2003 (the "AGREEMENT")
_____________
JPMorgan Chase Bank, – May 23, 2003 (the "AGREEMENT") by and
between The Hartford Financial Services Group, Inc., a Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co., as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New York banking corporation, not
individually but solely as Purchase Contract Agent (the "PURCHASE CONTRACT
AGENT") and as attorney-in-fact of the holders of Purchase Contracts (as
_____________
JPMorgan Chase Bank, – Capitalized terms used and not defined in this Agreement
shall have the meanings set forth in the Purchase Contract Agreement,
dated as of May 23, 2003, between the Company and JPMorgan Chase Bank,
as Purchase Contract Agent, as amended from time to time (the "PURCHASE
CONTRACT AGREEMENT").
(b) As used in this Agreement, the following terms have the
following meanings:
"PRELIMINARY PROSPECTUS"
_____________
JPMorgan Chase Bank, – Connecticut 06115-1900,
Attention: General Counsel (Fax: 860-547-5714); and
(c) if to the Purchase Contract Agent, shall be delivered or
sent by mail, telex or facsimile transmission to JPMorgan Chase Bank, 4
New York Plaza, 15th Floor, New York, New York 10004, Attention:
Institutional Trust Services (Fax: 212-623-6167).
Any such statements, requests, notices or agreements shall take effect
_____________
JPMORGAN CHASE BANK, – Giamalis
__________________________
Name: John N. Giamalis
Title: Senior Vice President
and Treasurer
CONFIRMED AND ACCEPTED:
GOLDMAN, SACHS & CO.
as Remarketing Agent
By: /s/ Goldman, Sachs & Co.
_________________________
(GOLDMAN, SACHS & CO.)
JPMORGAN CHASE BANK,
not individually but solely as Purchase Contract Agent
and as attorney-in-fact for the Holders of the Purchase Contracts
By: /s/ Joanne Adamis
_________________________
Name: Joanne Adamis
Title:
_____________
dt 756556
;
Morgan Stanley
As referenced in this Remarketing Agreement:
Morgan Stanley & Co. – UNDERWRITING AGREEMENT") among
the Company and the Underwriters identified in Schedule I to the
related Pricing Agreement dated as of May 19, 2003 among the Company
and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and UBS
Warburg LLC, is true and correct as if made on each of the dates
specified above; provided that for purposes of this Section 3(a), (A)
_____________
dt 732733
|
Preview
Full Doc
| 2003 |
Remarketing Agreement
Remarketing Agreement (60K)
Doc #348061: Click preview link for longer preview.
REMARKETING AGREEMENT
May __, 2003
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
JPMorgan Chase Bank
4 New York Plaza 15th Floor,
New York, New York 10004
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of May __, 2003 (the "AGREEMENT") by and
between The Hartford Financial Services Group, Inc., a Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co., as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New York banking corporation, not
individually but solely as Purchase Contract Agent (the "PURCHASE CONTRACT
AGENT") and as attorney-in-fact of the holders of Purchase Contracts (as defined
in the Purchase Contract Agreement referred to below).
Section 1. Definitions.
(a) Capitalized terms used and not defined in this Agreement shall
have the meanings set forth in the Purchase Contract Agreement, dated as
of May __, 2003, between the Company and JPMorgan Chase Bank, as Purchase
Contract Agent, as amended from time to time (the "PURCHASE CONTRACT
AGREEMENT").
(b) As used in this Agreement, the following terms have the
following meanings:
"PRELIMINARY PROSPECTUS" means any preliminary prospectus relating to the
Remarketed Senior Notes included in the Registration Statement, including the
documents incorporated by reference therein as of the date of such Preliminary
Prospectus; and any reference to any amendment or supplement to such Preliminary
Prospectus shall be deemed to refer to and include any documents filed after the
date of such Preliminary Prospectus, under the Exchange Act, and incorporated by
reference in such Preliminary Prospectus.
"PROSPECTUS" means the prospectus relating to the Remarketed Senior Notes,
in the form in which first filed, or transmitted for filing, with the Commission
after the effective date of the Registration Statement pursuant to Rule 424(b),
including the documents incorporated by reference therein as of the date of such
Prospectus; and any reference to any amendment or
{PAGE}
supplement to such Prospectus shall be deemed to refer to and include any
documents filed after the date of such Prospectus, under the Exchange Act, and
incorporated by reference in such Prospectus.
"REGISTRATION STATEMENT" means a registration statement under the
Securities Act prepared by the Company covering, inter alia, the Remarketing of
the Remarketed Senior Notes pursuant to Section 5(a) hereunder, including all
exhibits thereto and the documents incorporated by reference in the prospectus
contained in such registration statement, and any post-effective amendments
thereto.
"REMARKETED SENIOR NOTES" means the Pledged Senior Notes and the Separate
Senior Notes, if any, subject to Remarketing as identified to the Remarketing
Agent by the Purchase Contract Agent and the Custodial Agent, respectively,
after 11:00 a.m., New York City time, on the Business Day immediately preceding
the applicable Remarketing Date, and shall include: (a) (i) in the case of the
Initial Remarketing, the Second Remarketing and the Third Remarketing, the
Pledged Senior Notes and (ii) in the case of the Final Remarketing, the Senior
Notes of the Holders of Normal Units who have not notified the Purchase Contract
Agent prior to 5:00 p.m. on the fifth Business Day immediately preceding the
Purchase Contract Settlement Date of their intention to effect a Cash Settlement
of the related Purchase Contracts pursuant to the terms of the Purchase Contract
Agreement or who have so notified the Purchase Contract Agent but failed to make
the required cash payment on the fourth Business Day immediately preceding the
Purchase Contract Settlement Date pursuant to the terms of the Purchase Contract
Agreement, and (b) the Separate Senior Notes of the holders of Separate Senior
Notes, if any, who have elected to have their Separate Senior Notes be
remarketed in such Remarketing pursuant to the terms of the Purchase Contract
Agreement.
"REMARKETING" means the remarketing of the Remarketed Senior Notes
pursuant to this Remarketing Agreement.
"REMARKETING FEE" has the meaning set forth in Section 4.
"REMARKETING MATERIALS" means the Preliminary Prospectus, the Prospectus
or any other information furnished by the Company to the Remarketing Agent for
distribution to investors in connection with the Remarketing.
"SENIOR NOTES" means the senior notes due August 16, 2008 of the Company.
"TRANSACTION DOCUMENTS" means this Agreement, the Purchase Contract
Agreement, the Pledge Agreement and the Indenture, in each case as amended or
supplemented from time to time.
Section 2. Appointment and Obligations of the Remarketing Agent.
(a) The Company hereby appoints Goldman, Sachs & Co. as the
exclusive Remarketing Agent, and, subject to the terms and conditions set
forth herein, Goldman, Sachs & Co. hereby accepts appointment as
Remarketing Agent, for the purpose of (i) remarketing the Remarketed
Senior Notes on behalf of the holders thereof, (ii) determining, in
consultation with the Company, in the manner provided for herein and in
the Purchase Contract Agreement and the Indenture, the Reset Rate for the
Senior Notes, and (iii) performing such other duties as are assigned to
the Remarketing Agent in the Transaction Documents.
2
{PAGE}
(b) Unless a Special Event Redemption has occurred prior to such
date, on the third Business Day immediately preceding May 16, 2006 (the
"INITIAL REMARKETING DATE"), the Remarketing Agent shall use its
reasonable efforts to remarket ("INITIAL REMARKETING") the Remarketed
Senior Notes, at a price (the "REMARKETING PRICE"), based on the Reset
Rate, equal to approximately 100.50% (or, if the Remarketing Agent is
unable to remarket the Remarketed Senior Notes at such rate, at a rate
below 100.50% in the discretion of the Remarketing Agent, but in no event
less than 100.25%, net of any Remarketing Fee and any other fees and
commissions) of the sum of the Treasury Portfolio Purchase Price and the
Separate Senior Notes Purchase Price.
(c) In the case of a Failed Initial Remarketing and unless a
Special Event Redemption has occurred prior to such date, on the third
Business Day immediately preceding June 16, 2006 (the "SECOND REMARKETING
348061
|
Hartford
As referenced in this Remarketing Agreement:
Hartford Financial Services Group, Inc – Plaza 15th Floor,
New York, New York 10004
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of May __, 2003 (the "AGREEMENT") by and
between The Hartford Financial Services Group, Inc ., a Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co., as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New York banking corporation, not
individually but solely as
_____________
Hartford Financial Services Group, Inc – New York, New York, 10004, Attention: Don Hansen (Fax:
212-357-5505);
(b) if to the Company, shall be delivered or sent by mail, telex
or facsimile transmission to The Hartford Financial Services Group, Inc .,
Hartford Plaza, Hartford, Connecticut 06115-1900, Attention: General
Counsel (Fax: 860-547-5714); and
(c) if to the Purchase Contract Agent, shall be delivered or sent
by mail, telex
_____________
HARTFORD FINANCIAL SERVICES GROUP, INC – Remarketing Agent and the Purchase Contract Agent, please indicate
your acceptance in the space provided for that purpose below.
[SIGNATURES ON THE FOLLOWING PAGE]
17
{PAGE}
Very truly yours,
THE HARTFORD FINANCIAL SERVICES GROUP, INC .
By: _______________________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
GOLDMAN, SACHS & CO.,
as Remarketing Agent
By: _____________________________________
Name:
Title:
JPMORGAN CHASE BANK,
not individually but solely as Purchase Contract Agent
and
_____________
dt 1412405
;
UBS Warburg
As referenced in this Remarketing Agreement:
UBS Warburg LLC – and the Underwriters identified in Schedule I to the related Pricing
Agreement dated as of May 19, 2003 among the Company and Goldman, Sachs &
Co., Morgan Stanley & Co. Incorporated and UBS Warburg LLC , is true and
correct as if made on each of the dates specified above; provided that for
purposes of this Section 3(a), (A) any reference in such sections
_____________
dt 743963
;
Goldman, Sachs
As referenced in this Remarketing Agreement:
Goldman, Sachs & Co. – {DOCUMENT}
{TYPE}EX-4.9
{SEQUENCE}6
{FILENAME}y86852exv4w9.txt
{DESCRIPTION}FORM OF REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.9
REMARKETING AGREEMENT
May __, 2003
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
JPMorgan Chase Bank
4 New York Plaza 15th Floor,
New York, New York 10004
Attention: Institutional Trust Services
Ladies and Gentlemen:
This
_____________
Goldman, Sachs & Co. – Trust Services
Ladies and Gentlemen:
This Agreement is dated as of May __, 2003 (the "AGREEMENT") by and
between The Hartford Financial Services Group, Inc., a Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co. , as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New York banking corporation, not
individually but solely as Purchase Contract Agent (the "PURCHASE CONTRACT
AGENT") and
_____________
Goldman, Sachs & Co. – Pledge Agreement and the Indenture, in each case as amended or
supplemented from time to time.
Section 2. Appointment and Obligations of the Remarketing Agent.
(a) The Company hereby appoints Goldman, Sachs & Co. as the
exclusive Remarketing Agent, and, subject to the terms and conditions set
forth herein, Goldman, Sachs & Co. hereby accepts appointment as
Remarketing Agent, for the purpose of (i)
_____________
Goldman, Sachs & Co. – Appointment and Obligations of the Remarketing Agent.
(a) The Company hereby appoints Goldman, Sachs & Co. as the
exclusive Remarketing Agent, and, subject to the terms and conditions set
forth herein, Goldman, Sachs & Co. hereby accepts appointment as
Remarketing Agent, for the purpose of (i) remarketing the Remarketed
Senior Notes on behalf of the holders thereof, (ii) determining, in
consultation with the Company,
_____________
Goldman, Sachs &
Co. – 19, 2003 (the "UNDERWRITING AGREEMENT") among the Company
and the Underwriters identified in Schedule I to the related Pricing
Agreement dated as of May 19, 2003 among the Company and Goldman, Sachs &
Co. , Morgan Stanley & Co. Incorporated and UBS Warburg LLC, is true and
correct as if made on each of the dates specified above; provided that for
purposes of this Section
_____________
dt 756244
;
|
JPMorgan Chase
As referenced in this Remarketing Agreement:
JPMorgan Chase Bank
– SEQUENCE}6
{FILENAME}y86852exv4w9.txt
{DESCRIPTION}FORM OF REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.9
REMARKETING AGREEMENT
May __, 2003
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
JPMorgan Chase Bank
4 New York Plaza 15th Floor,
New York, New York 10004
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of May __, 2003 (the "AGREEMENT")
_____________
JPMorgan Chase Bank, – May __, 2003 (the "AGREEMENT") by and
between The Hartford Financial Services Group, Inc., a Delaware corporation (the
"COMPANY"), Goldman, Sachs & Co., as the remarketing agent (the "REMARKETING
AGENT"), and JPMorgan Chase Bank, a New York banking corporation, not
individually but solely as Purchase Contract Agent (the "PURCHASE CONTRACT
AGENT") and as attorney-in-fact of the holders of Purchase Contracts (as
_____________
JPMorgan Chase Bank, – Capitalized terms used and not defined in this Agreement shall
have the meanings set forth in the Purchase Contract Agreement, dated as
of May __, 2003, between the Company and JPMorgan Chase Bank, as Purchase
Contract Agent, as amended from time to time (the "PURCHASE CONTRACT
AGREEMENT").
(b) As used in this Agreement, the following terms have the
following meanings:
"PRELIMINARY PROSPECTUS"
_____________
JPMorgan Chase Bank, – Connecticut 06115-1900, Attention: General
Counsel (Fax: 860-547-5714); and
(c) if to the Purchase Contract Agent, shall be delivered or sent
by mail, telex or facsimile transmission to JPMorgan Chase Bank, 4 New
York Plaza, 15th Floor, New York, New York 10004, Attention: Institutional
Trust Services (Fax: 212-623-6167).
Any such statements, requests, notices or agreements shall take effect
_____________
JPMORGAN CHASE BANK, – FOLLOWING PAGE]
17
{PAGE}
Very truly yours,
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
By: _______________________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
GOLDMAN, SACHS & CO.,
as Remarketing Agent
By: _____________________________________
Name:
Title:
JPMORGAN CHASE BANK,
not individually but solely as Purchase Contract Agent
and as attorney-in-fact for the Holders of the Purchase Contracts
By: _____________________________________
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 756566
;
Morgan Stanley
As referenced in this Remarketing Agreement:
Morgan Stanley & Co. – UNDERWRITING AGREEMENT") among the Company
and the Underwriters identified in Schedule I to the related Pricing
Agreement dated as of May 19, 2003 among the Company and Goldman, Sachs &
Co., Morgan Stanley & Co. Incorporated and UBS Warburg LLC, is true and
correct as if made on each of the dates specified above; provided that for
purposes of this Section 3(a), (A)
_____________
dt 732734
|
Preview
Full Doc
| 2002 |
Remarketing Agreement
Remarketing Agreement (56K)
Doc #348102: Click preview link for longer preview.
REMARKETING AGREEMENT
September 13, 2002
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
JPMorgan Chase Bank
450 West 33rd Street, 15th Floor,
New York, New York 10001
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of September 13, 2002 (the "AGREEMENT") by
and between The Hartford Financial Services Group, Inc., a Delaware corporation
(the "COMPANY"), Morgan Stanley & Co. Incorporated, as the remarketing agent
(the "REMARKETING AGENT"), and JPMorgan Chase Bank, a New York banking
corporation, not individually but solely as Purchase Contract Agent (the
"PURCHASE CONTRACT AGENT") and as attorney-in-fact of the holders of Purchase
Contracts (as defined in the Purchase Contract Agreement referred to below).
Section 1. Definitions.
(a) Capitalized terms used and not defined in this Agreement shall have
the meanings set forth in the Purchase Contract Agreement, dated as of September
13, 2002, between the Company and JPMorgan Chase Bank, as Purchase Contract
Agent, as amended from time to time (the "PURCHASE CONTRACT AGREEMENT").
(b) As used in this Agreement, the following terms have the following
meanings:
"PRELIMINARY PROSPECTUS" means any preliminary prospectus relating to
the Remarketed Senior Notes included in the Registration Statement, including
the documents incorporated by reference therein as of the date of such
Preliminary Prospectus; and any reference to any amendment or supplement to such
Preliminary Prospectus shall be deemed to refer to and include any documents
filed after the date of such Preliminary Prospectus, under the Exchange Act, and
incorporated by reference in such Preliminary Prospectus.
"PROSPECTUS" means the prospectus relating to the Remarketed Senior
Notes, in the form in which first filed, or transmitted for filing, with the
Commission after the effective date of the Registration Statement pursuant to
Rule 424(b), including the documents incorporated by reference therein as of the
date of such Prospectus; and any reference to any amendment or supplement to
such Prospectus shall be deemed to refer to and include any documents filed
after
{PAGE}
the date of such Prospectus, under the Exchange Act, and incorporated by
reference in such Prospectus.
"REGISTRATION STATEMENT" means a registration statement under the
Securities Act prepared by the Company covering, inter alia, the Remarketing of
the Remarketed Senior Notes pursuant to Section 5(a) hereunder, including all
exhibits thereto and the documents incorporated by reference in the prospectus
contained in such registration statement, and any post-effective amendments
thereto.
"REMARKETED SENIOR NOTES" means the Pledged Senior Notes and the
Separate Senior Notes, if any, subject to Remarketing as identified to the
Remarketing Agent by the Purchase Contract Agent and the Custodial Agent,
respectively, after 11:00 a.m., New York City time, on the Business Day
immediately preceding the applicable Remarketing Date, and shall include: (a)
(i) in the case of the Initial Remarketing, the Second Remarketing and the Third
Remarketing, the Pledged Senior Notes and (ii) in the case of the Final
Remarketing, the Senior Notes of the Holders of Corporate Units who have not
notified the Purchase Contract Agent prior to 5:00 p.m. on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date of their
intention to effect a Cash Settlement of the related Purchase Contracts pursuant
to the terms of the Purchase Contract Agreement or who have so notified the
Purchase Contract Agent but failed to make the required cash payment on the
fourth Business Day immediately preceding the Purchase Contract Settlement Date
pursuant to the terms of the Purchase Contract Agreement, and (b) the Separate
Senior Notes of the holders of Separate Senior Notes, if any, who have elected
to have their Separate Senior Notes be remarketed in such Remarketing pursuant
to the terms of the Purchase Contract Agreement.
"REMARKETING" means the remarketing of the Remarketed Senior Notes
pursuant to this Remarketing Agreement.
"REMARKETING MATERIALS" means the Preliminary Prospectus, the
Prospectus or any other information furnished by the Company to the Remarketing
Agent for distribution to investors in connection with the Remarketing.
"SENIOR NOTES" means the senior notes due November 16, 2008 of the
Company.
"TRANSACTION DOCUMENTS" means this Agreement, the Purchase Contract
Agreement, the Pledge Agreement and the Indenture, in each case as amended or
supplemented from time to time.
Section 2. Appointment and Obligations of the Remarketing Agent.
(a) The Company hereby appoints Morgan Stanley & Co. Incorporated as
the exclusive Remarketing Agent, and, subject to the terms and conditions set
forth herein, Morgan Stanley & Co. Incorporated hereby accepts appointment as
Remarketing Agent, for the purpose of (i) remarketing the Remarketed Senior
Notes on behalf of the holders thereof, (ii) determining, in consultation with
the Company, in the manner provided for herein and in the Purchase Contract
Agreement and the Indenture, the Reset Rate for the Senior Notes, and (iii)
performing such other duties as are assigned to the Remarketing Agent in the
Transaction Documents.
(b) Unless a Special Event Redemption has occurred prior to such date,
on the third Business Day immediately preceding August 16, 2006 (the "INITIAL
REMARKETING DATE"), the Remarketing Agent shall use its reasonable efforts to
remarket ("INITIAL REMARKETING") the
2
{PAGE}
Remarketed Senior Notes, at a price (the "REMARKETING PRICE"), based on the
Reset Rate, equal to approximately 100.50% (or, if the Remarketing Agent is
unable to remarket the Remarketed Senior Notes at such rate, at a rate below
100.50% in the discretion of the Remarketing Agent, but in no event less than
100%, net of any Remarketing Fee and any other fees and commissions) of the sum
of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase
Price.
(c) In the case of a Failed Initial Remarketing and unless a Special
Event Redemption has occurred prior to such date, on the third Business Day
immediately preceding September 16, 2006 (the "SECOND REMARKETING DATE"), the
348102
|
Hartford
As referenced in this Remarketing Agreement:
Hartford Financial Services Group, Inc – Street, 15th Floor,
New York, New York 10001
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of September 13, 2002 (the "AGREEMENT") by
and between The Hartford Financial Services Group, Inc ., a Delaware corporation
(the "COMPANY"), Morgan Stanley & Co. Incorporated, as the remarketing agent
(the "REMARKETING AGENT"), and JPMorgan Chase Bank, a New York banking
corporation, not individually but solely
_____________
Hartford Financial Services Group, Inc – New York, New York, 10036, Attention: Kevin Woodruff (Fax:
212-761-0538);
(b) if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission to The Hartford Financial Services Group, Inc ., Hartford
Plaza, Hartford, Connecticut 06115-1900, Attention: General Counsel (Fax:
860-547-5714); and
(c) if to the Purchase Contract Agent, shall be delivered or sent by
mail, telex
_____________
HARTFORD FINANCIAL SERVICES
GROUP, INC – Remarketing Agent and the Purchase Contract Agent, please indicate
your acceptance in the space provided for that purpose below.
[SIGNATURES ON THE FOLLOWING PAGE]
16
{PAGE}
Very truly yours,
THE HARTFORD FINANCIAL SERVICES
GROUP, INC .
By: /s/ John N. Giamalis
---------------------
Name: John N. Giamalis
Title: Senior Vice President
and Treasurer
CONFIRMED AND ACCEPTED:
MORGAN STANLEY & CO. INCORPORATED,
as Remarketing Agent
By: /s/ Kevin Woodruff
-------------------
_____________
dt 1412421
;
JPMorgan Chase
As referenced in this Remarketing Agreement:
JPMorgan Chase Bank
– 4
{SEQUENCE}8
{FILENAME}y63928exv4w4.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.4
REMARKETING AGREEMENT
September 13, 2002
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
JPMorgan Chase Bank
450 West 33rd Street, 15th Floor,
New York, New York 10001
Attention: Institutional Trust Services
Ladies and Gentlemen:
This Agreement is dated as of September 13, 2002 (the "AGREEMENT")
_____________
JPMorgan Chase Bank, – 13, 2002 (the "AGREEMENT") by
and between The Hartford Financial Services Group, Inc., a Delaware corporation
(the "COMPANY"), Morgan Stanley & Co. Incorporated, as the remarketing agent
(the "REMARKETING AGENT"), and JPMorgan Chase Bank, a New York banking
corporation, not individually but solely as Purchase Contract Agent (the
"PURCHASE CONTRACT AGENT") and as attorney-in-fact of the holders of Purchase
Contracts (as
_____________
JPMorgan Chase Bank, – Capitalized terms used and not defined in this Agreement shall have
the meanings set forth in the Purchase Contract Agreement, dated as of September
13, 2002, between the Company and JPMorgan Chase Bank, as Purchase Contract
Agent, as amended from time to time (the "PURCHASE CONTRACT AGREEMENT").
(b) As used in this Agreement, the following terms have the following
meanings:
"PRELIMINARY PROSPECTUS"
_____________
JPMorgan Chase Bank, – Connecticut 06115-1900, Attention: General Counsel (Fax:
860-547-5714); and
(c) if to the Purchase Contract Agent, shall be delivered or sent by
mail, telex or facsimile transmission to JPMorgan Chase Bank, 450 West 33rd
Street, 15th Floor, New York, New York 10001, Attention: Institutional Trust
Services (Fax: 212-946-8154).
Any such statements, requests, notices or agreements shall take effect
_____________
JPMORGAN CHASE BANK, – Name: John N. Giamalis
Title: Senior Vice President
and Treasurer
CONFIRMED AND ACCEPTED:
MORGAN STANLEY & CO. INCORPORATED,
as Remarketing Agent
By: /s/ Kevin Woodruff
-------------------
Name: Kevin Woodruff
Title: Executive Director
JPMORGAN CHASE BANK,
not individually but solely as Purchase Contract Agent
and as attorney-in-fact for the Holders of the Purchase Contracts
By: /s/ Joanne Adams
-----------------
Name: Joanne Adams
Title: Vice
_____________
dt 756583
;
Morgan Stanley
As referenced in this Remarketing Agreement:
Morgan Stanley & Co. – {DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}8
{FILENAME}y63928exv4w4.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.4
REMARKETING AGREEMENT
September 13, 2002
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
JPMorgan Chase Bank
450 West 33rd Street, 15th Floor,
New York, New York 10001
Attention: Institutional Trust Services
Ladies and Gentlemen:
_____________
Morgan Stanley & Co. – Trust Services
Ladies and Gentlemen:
This Agreement is dated as of September 13, 2002 (the "AGREEMENT") by
and between The Hartford Financial Services Group, Inc., a Delaware corporation
(the "COMPANY"), Morgan Stanley & Co. Incorporated, as the remarketing agent
(the "REMARKETING AGENT"), and JPMorgan Chase Bank, a New York banking
corporation, not individually but solely as Purchase Contract Agent (the
"PURCHASE CONTRACT AGENT")
_____________
Morgan Stanley & Co. – Pledge Agreement and the Indenture, in each case as amended or
supplemented from time to time.
Section 2. Appointment and Obligations of the Remarketing Agent.
(a) The Company hereby appoints Morgan Stanley & Co. Incorporated as
the exclusive Remarketing Agent, and, subject to the terms and conditions set
forth herein, Morgan Stanley & Co. Incorporated hereby accepts appointment as
Remarketing Agent, for the purpose
_____________
Morgan Stanley & Co. – and Obligations of the Remarketing Agent.
(a) The Company hereby appoints Morgan Stanley & Co. Incorporated as
the exclusive Remarketing Agent, and, subject to the terms and conditions set
forth herein, Morgan Stanley & Co. Incorporated hereby accepts appointment as
Remarketing Agent, for the purpose of (i) remarketing the Remarketed Senior
Notes on behalf of the holders thereof, (ii) determining, in consultation with
the
_____________
Morgan Stanley & Co. – All statements, requests, notices and agreements hereunder shall be in
writing, and:
(a) if to the Remarketing Agent, shall be delivered or sent by mail,
telex or facsimile transmission to Morgan Stanley & Co. Incorporated, 1585
Broadway, New York, New York, 10036, Attention: Kevin Woodruff (Fax:
212-761-0538);
(b) if to the Company, shall be delivered or sent by mail, telex or
_____________
dt 732740
;
|
Davis Polk
As referenced in this Remarketing Agreement:
Davis Polk & Wardwell, – Materials, if any, or to any changed circumstances or events
occurring subsequent to the date of this Agreement, such adaptations being
reasonably acceptable to counsel to the Remarketing Agent.
(g) Davis Polk & Wardwell, counsel for the Remarketing Agent, shall
have furnished to the Remarketing Agent its opinion, addressed to the
Remarketing Agent and dated the applicable Remarketing Date, in form and
substance
_____________
dt 739850
;
Debevoise
As referenced in this Remarketing Agreement:
Debevoise & Plimpton, – and information of the type ordinarily included in accountants' "comfort
letters" with respect to certain financial information contained in the
Remarketing Materials, if any.
9
{PAGE}
(f) Each of (1) Debevoise & Plimpton, counsel for the Company, and (2)
General Counsel to the Company, shall have furnished to the Remarketing Agent
its opinion, addressed to the Remarketing Agent and dated the Remarketing
_____________
dt 749542
|
Preview
Full Doc
| 2002 |
Remarketing Agreement
Remarketing Agreement (54K)
Doc #348108: Click preview link for longer preview.
REMARKETING AGREEMENT
September 13, 2002
[Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036]
[Name of the Purchase Contract Agent]
[Address]
Ladies and Gentlemen:
This Agreement is dated as of September 13, 2002 (the "Agreement") by and
between The Hartford Financial Services Group, Inc., a Delaware corporation (the
"Company"), [Morgan Stanley & Co. Incorporated], as the remarketing agent (the
"Remarketing Agent"), and [__________________], not individually but solely as
Purchase Contract Agent (the "Purchase Contract Agent") under the Purchase
Contract Agreement referred to below.
Section 1. Definitions.
(a) Capitalized terms used and not defined in this Agreement shall have the
meanings set forth in the Purchase Contract Agreement, dated as of September 13,
2002 (the "Purchase Contract Agreement"), between the Company and ____________,
as Purchase Contract Agent.
(b) As used in this Agreement, the following terms have the following
meanings:
"Preliminary Prospectus" means any preliminary prospectus relating to the
Remarketed Senior Notes included in the Registration Statement, including the
documents incorporated by reference therein as of the date of such Preliminary
Prospectus; and any reference to any amendment or supplement to such Preliminary
Prospectus shall be deemed to refer to and include any documents filed after the
date of such Preliminary Prospectus, under the Exchange Act, and incorporated by
reference in such Preliminary Prospectus.
"Prospectus" means the prospectus relating to the Remarketed Senior Notes,
in the form in which first filed, or transmitted for filing, with the Commission
after the effective date of the Registration Statement pursuant to Rule 424(b),
including the documents incorporated by reference therein as of the date of such
Prospectus; and any reference to any amendment or supplement to such Prospectus
shall be deemed to refer to and include any documents filed after the date of
such Prospectus, under the Exchange Act, and incorporated by reference in such
Prospectus.
"Registration Statement" means a registration statement under the
Securities Act prepared by the Company covering, inter alia, the Remarketing of
the Remarketed Senior Notes
{PAGE}
pursuant to Section 5(a) hereunder, including all exhibits thereto and the
documents incorporated by reference in the prospectus contained in such
registration statement, and any post-effective amendments thereto.
"Remarketed Senior Notes" means the Senior Notes and the Separate Senior
Notes, if any, subject to Remarketing as identified to the Remarketing Agent by
the Purchase Contract Agent and the Custodial Agent, after 11:00 a.m., New York
City time, on the Business Day immediately preceding the applicable Remarketing
Date, and shall include: (a) (i) in the case of the Initial Remarketing, the
Second Remarketing and the Third Remarketing, the Senior Notes of the Corporate
Unit holders and (ii) in the case of the Final Remarketing, the Senior Notes of
the Corporate Unit holders who have not notified the Purchase Contract Agent on
the fifth Business Day immediately preceding the Purchase Contract Settlement
Date of their intention to effect a Cash Settlement of the related Purchase
Contracts pursuant to the terms of the Purchase Contract Agreement or who have
so notified the Purchase Contract Agent but failed to make the required cash
payment on the fourth Business Day immediately preceding the Purchase Contract
Settlement Date pursuant to the terms of the Purchase Contract Agreement, and
(b) the Separate Senior Notes of the Separate Senior Note holders who have
elected to have their Separate Senior Notes be remarketed in such Remarketing
pursuant to the terms of the Purchase Contract Agreement.
"Remarketing" means the remarketing of the Remarketed Senior Notes pursuant
to this Remarketing Agreement.
"Remarketing Materials" means the Preliminary Prospectus, the Prospectus or
any other information furnished by the Company to the Remarketing Agent for
distribution to investors in connection with the Remarketing.
"Senior Notes" means the senior notes due November 16, 2008 of the Company.
"Transaction Documents" means this Agreement, the Purchase Contract
Agreement, the Pledge Agreement and the Indenture, in each case as amended or
supplemented from time to time.
Section 2. Appointment and Obligations of the Remarketing Agent.
(a) The Company hereby appoints [Morgan Stanley & Co. Incorporated] as the
exclusive Remarketing Agent, and, subject to the terms and conditions set forth
herein, [Morgan Stanley & Co. Incorporated] hereby accepts appointment as
Remarketing Agent, for the purpose of (i) remarketing the Remarketed Senior
Notes on behalf of the holders thereof, (ii) determining, in consultation with
the Company, in the manner provided for herein and in the Purchase Contract
Agreement, the Indenture and the Supplemental Indenture, the Reset Rate for the
Senior Notes, and (iii) performing such other duties as are assigned to the
Remarketing Agent in the Transaction Documents.
(b) Unless a Special Event Redemption has occurred prior to such date, on
the third Business Day immediately preceding August 16, 2006 (the "Initial
Remarketing Date"), the Remarketing Agent shall use its reasonable efforts to
remarket ("Initial Remarketing") the Remarketed Senior Notes, at a price (the
"Remarketing Price") equal to approximately 100.50% (but not less than 100%) of
the sum of the Treasury Portfolio Purchase Price and the Separate Note Purchase
Price.
2
{PAGE}
(c) In the case of a Failed Initial Remarketing and unless a Special Event
Redemption has occurred prior to such date, on the third Business Day
immediately preceding September 16, 2006 (the "Second Remarketing Date"), the
Remarketing Agent shall use its reasonable efforts to remarket (the "Second
Remarketing") the Remarketed Senior Notes at the Remarketing Price. In the case
of a Failed Second Remarketing and unless a Special Event Redemption has
occurred prior to such date, on the third Business Day immediately preceding
October 16, 2006 (the "Third Remarketing Date"), the Remarketing Agent shall use
its reasonable efforts to remarket (the "Third Remarketing") the Remarketed
348108
|
Hartford
As referenced in this Remarketing Agreement:
Hartford Financial Services Group, Inc – New York, New York 10036]
[Name of the Purchase Contract Agent]
[Address]
Ladies and Gentlemen:
This Agreement is dated as of September 13, 2002 (the "Agreement") by and
between The Hartford Financial Services Group, Inc ., a Delaware corporation (the
"Company"), [Morgan Stanley & Co. Incorporated], as the remarketing agent (the
"Remarketing Agent"), and [__________________], not individually but solely as
Purchase Contract Agent (the "Purchase Contract
_____________
Hartford Financial Services Group, Inc – 1585 Broadway,
New York, New York, 10036, Attention: [________] (Fax: 212-[_______]);
(b) if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission to The Hartford Financial Services Group, Inc ., Harford
Plaza, Hartford, Connecticut 06115-1900, Attention: [General Counsel] (Fax:
_________); and
(c) if to the Purchase Contract Agent, shall be delivered or sent by mail,
telex or facsimile
_____________
HARTFORD FINANCIAL SERVICES
GROUP, INC – Remarketing Agent and the Purchase Contract Agent, please indicate
your acceptance in the space provided for that purpose below.
[SIGNATURES ON THE FOLLOWING PAGE]
16
{PAGE}
Very truly yours,
THE HARTFORD FINANCIAL SERVICES
GROUP, INC .
By:
------------------------------
Name:
Title:
Accepted:
MORGAN STANLEY & CO. INCORPORATED,
as Remarketing Agent
By:
------------------------------------
Name:
Title:
Accepted:
Accepted:
[ ]
--------------------------------- ,
not individually but solely as Purchase Contract Agent
By:
------------------------------------
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 1412427
;
Morgan Stanley
As referenced in this Remarketing Agreement:
[Morgan Stanley & Co. – {DOCUMENT}
{TYPE}EX-4.9
{SEQUENCE}6
{FILENAME}y63781exv4w9.txt
{DESCRIPTION}FORM OF REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.9
REMARKETING AGREEMENT
September 13, 2002
[Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036]
[Name of the Purchase Contract Agent]
[Address]
Ladies and Gentlemen:
This Agreement is dated as of September 13, 2002 (the "Agreement")
_____________
[Morgan Stanley & Co. – Agent]
[Address]
Ladies and Gentlemen:
This Agreement is dated as of September 13, 2002 (the "Agreement") by and
between The Hartford Financial Services Group, Inc., a Delaware corporation (the
"Company"), [Morgan Stanley & Co. Incorporated], as the remarketing agent (the
"Remarketing Agent"), and [__________________], not individually but solely as
Purchase Contract Agent (the "Purchase Contract Agent") under the Purchase
Contract Agreement referred to
_____________
[Morgan Stanley & Co. – Pledge Agreement and the Indenture, in each case as amended or
supplemented from time to time.
Section 2. Appointment and Obligations of the Remarketing Agent.
(a) The Company hereby appoints [Morgan Stanley & Co. Incorporated] as the
exclusive Remarketing Agent, and, subject to the terms and conditions set forth
herein, [Morgan Stanley & Co. Incorporated] hereby accepts appointment as
Remarketing Agent, for the purpose
_____________
[Morgan Stanley & Co. – and Obligations of the Remarketing Agent.
(a) The Company hereby appoints [Morgan Stanley & Co. Incorporated] as the
exclusive Remarketing Agent, and, subject to the terms and conditions set forth
herein, [Morgan Stanley & Co. Incorporated] hereby accepts appointment as
Remarketing Agent, for the purpose of (i) remarketing the Remarketed Senior
Notes on behalf of the holders thereof, (ii) determining, in consultation with
the
_____________
Morgan Stanley & Co. – All statements, requests, notices and agreements hereunder shall be in
writing, and:
(a) if to the Remarketing Agent, shall be delivered or sent by mail, telex
or facsimile transmission to Morgan Stanley & Co. Incorporated, 1585 Broadway,
New York, New York, 10036, Attention: [________] (Fax: 212-[_______]);
(b) if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission
_____________
dt 732742
;
|
Davis Polk
As referenced in this Remarketing Agreement:
Davis Polk & Wardwell, – any, or to any changed circumstances or events
occurring subsequent
9
{PAGE}
to the date of this Agreement, such adaptations being reasonably acceptable to
counsel to the Remarketing Agent.
(g) Davis Polk & Wardwell, counsel for the Remarketing Agent, shall have
furnished to the Remarketing Agent its opinion, addressed to the Remarketing
Agent and dated the applicable Remarketing Date, in form and substance
_____________
dt 739852
;
Debevoise
As referenced in this Remarketing Agreement:
Debevoise & Plimpton, – containing statements and
information of the type ordinarily included in accountants' "comfort letters"
with respect to certain financial information contained in the Remarketing
Materials, if any.
(f) Each of (1) Debevoise & Plimpton, counsel for the Company, and (2)
General Counsel to the Company, shall have furnished to the Remarketing Agent
its opinion, addressed to the Remarketing Agent and dated the Remarketing
_____________
dt 749545
|