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 | 2003 |
Local Marketing Agreement
Local Marketing Agreement (110K)
Doc #118498: Click preview link for longer preview.
LOCAL MARKETING AGREEMENT
This Local Marketing Agreement (this "Agreement") is dated as of February
11, 2003, among Pappas Telecasting of Southern California LLC, a Delaware
limited liability company ("PTSC") and Pappas Southern California License LLC, a
Delaware limited liability company ("PSC License" and, collectively with PTSC,
"Pappas"), and Azteca International Corporation, a Delaware corporation ("AIC")
and TV Azteca, S.A. de C.V., a sociedad anonima de capital variable incorporated
under the laws of Mexico ("TVA") as guarantor.
WHEREAS, PSC License is a direct, wholly-owned subsidiary of PTSC and the
licensee of KAZA-TV, Avalon, California (the "Station"), pursuant to
authorizations granted by the Federal Communications Commission ("FCC");
WHEREAS, TVA, the ultimate parent of AIC, AIC and Pappas and certain
affiliates of Pappas desire to settle certain disputes among them and, in
furtherance thereof, have entered into that certain Settlement Agreement (the
"Settlement Agreement"), dated as of the date hereof, by and among TVA, AIC,
Pappas and certain other affiliates of Pappas;
WHEREAS, it is a condition to the consummation of the transactions
contemplated by the Settlement Agreement that AIC and Pappas concurrently enter
into this Agreement;
WHEREAS, AIC desires to provide programming and related services to the
Station subject to the terms and conditions set forth herein and to the
Communications Act of 1934, as amended ("Communications Act"), and the rules,
regulations and published policies of the FCC ("FCC Rules" and, together with
the Communications Act, "Communications Laws"); and
WHEREAS, Pappas desires to accept the programming and related services to
be supplied by AIC to the Station.
NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained, the parties hereto, intending to be legally bound, agree as follows:
1. Air Time and Transmission Services. Subject to the terms and conditions
of this Agreement, beginning on the Effective Date (as defined below), AIC will
broadcast, or cause to be broadcast, at AIC's expense, on the Station
programming designated by AIC (the "Programming").
2. Payments. AIC hereby agrees to pay to Pappas, as full and complete
consideration for the rights granted hereunder from and after the Effective Date
and on the terms and conditions herein provided, the amounts specified in
Attachment A. Payments specified in Attachment A are due and payable as set
forth in Attachment A. Notwithstanding any provision in this Agreement to the
contrary, if this Agreement is terminated, the obligation of AIC to make the
payments specified in Attachment A, other than amounts that are accrued and
unpaid at the date of termination, shall cease; provided, however, that if this
Agreement is terminated by Pappas pursuant to Section 12.2.1, AIC shall be
obligated to make the payments provided for in
118498
|
TV Azteca
As referenced in this Local Marketing Agreement:
TV Azteca, S.A. de C.V. – License LLC, a
Delaware limited liability company ("PSC License" and, collectively with PTSC,
"Pappas"), and Azteca International Corporation, a Delaware corporation ("AIC")
and TV Azteca, S.A. de C.V. , a sociedad anonima de capital variable incorporated
under the laws of Mexico ("TVA") as guarantor.
WHEREAS, PSC License is a direct, wholly-
_____________
TV Azteca, S.A. de C.V. – W.
10th Floor
Washington, DC 20004-2400
Tel: (202) 508-9500
Attention: John Griffith Johnson Jr., Esq.
(2) if to AIC:
c/o TV Azteca, S.A. de C.V.
Periferico Sur 4121
Col. Fuentes de Pedregal
C.P. 14141 Mexico
Delegacion Tlalpan
Mexico, D.F.
Tel: 011-525-5-30995751
Attention:
_____________
TV AZTECA, S.A. de C.V. – Officer
By: /s/ Francisco X. Borrego
--------------------------------------
Name: Francisco X. Borrego
Title: Director
By: /s/ Carlos Hesles Flores
--------------------------------------
Name: Carlos Hesles Flores
Title: Director
TV AZTECA, S.A. de C.V.
By: /s/ Francisco X. Borrego
--------------------------------------
Name: Francisco X. Borrego
Title: General Counsel
27
{PAGE}
LOCAL MARKETING AGREEMENT
ATTACHMENT A
PAYMENT SCHEDULE
1.
_____________
dt 266364
;
 Hogan & Hartson
As referenced in this Local Marketing Agreement:
Hogan & Hartson – 24
{PAGE}
Attention: Judith R. Thoyer, Esq.
Jay Cohen, Esq.
and with a copy to:
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, DC 20004
Tel: (202) 637-5600
dt 37297
;
Kaye Scholer
As referenced in this Local Marketing Agreement:
Kaye Scholer – Visalia, CA 93277
Tel: (559) 733-7800
Attention: Dennis J. Davis
with a copy to:
Kaye Scholer , LLP
425 Park Avenue
New York, NY 10022
Tel: (212) 836-8000
Attention: Lynn
dt 37613
;
|
Paul Hastings
As referenced in this Local Marketing Agreement:
Paul Hastings – 836-8000
Attention: Lynn Toby Fisher, Esq
Aaron Rubinstein, Esq.
and with a copy to:
Paul Hastings Janofsky & Walker, LLP
1299 Pennsylvania Avenue, N.W.
10th Floor
Washington, DC 20004-2400
Tel: (
dt 32908
;
Paul Weiss
As referenced in this Local Marketing Agreement:
Paul, Weiss – 011-525-5-30995751
Attention: Lic. Francisco X. Borrego Hinojosa
and with a copy to:
Paul, Weiss , Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
Tel: (
dt 32918
;
More... |
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| 1998 |
Operation, Maintenance, Servicing and Remarketing Agreement
Operation, Maintenance, Servicing and Remarketing Agreement (136K)
Doc #132109: Click preview link for longer preview.
-----------------------
OPERATION, MAINTENANCE, SERVICING
AND REMARKETING AGREEMENT(1998-1)
Dated as of August 1, 1998
Between
GENERAL AMERICAN RAILCAR CORPORATION II
and
GENERAL AMERICAN TRANSPORTATION CORPORATION,
as Manager
Covered Hopper and Tank Cars
-----------------------
Vedder, Price, Kaufman & Kammholz
Chicago, Illinois
{PAGE}
TABLE OF CONTENTS
SECTION 1.
DEFINITIONS
-----------
{TABLE}
SECTION 2.
APPOINTMENTS AND DUTIES OF MANAGER
{S} {C}
Section 2.1. Appointment......................................... 2
Section 2.2. Duties of the Manager............................... 2
SECTION 3.
MANAGER'S STANDARD OF PERFORMANCE
Section 3.1. Standards........................................... 6
Section 3.2. Conflicts of Interest............................... 9
Section 3.3. Event of Loss; Replacement Units.................... 9
Section 3.4. Similar Services.................................... 10
Section 3.5. Custody of Documents................................ 10
Section 3.6. No Greater Standards................................ 10
SECTION 4.
MODIFICATIONS
Section 4.1. Required Modifications.............................. 10
Section 4.2. Optional Modifications.............................. 11
SECTION 5.
COMPENSATION AND REIMBURSEMENT OF THE MANAGER
Section 5.1. Compensation of the Manager......................... 12
Section 5.2. Base Component...................................... 12
Section 5.3. Incentive Component................................. 13
Section 5.4. Reimbursable Services............................... 13
SECTION 6.
PAYMENTS
Section 6.1. Receipt of Payments................................. 14
Section 6.2. Lockboxes; Payments................................. 14
Section 6.3. Successor Lockbox Trustee........................... 16
Section 6.4. Mileage Credits..................................... 17
{/TABLE}
i
{PAGE}
{TABLE}
SECTION 7.
REPORTS AND INFORMATION
{S} {C}
Section 7.1. Monthly Reports..................................... 17
Section 7.2. Annual Reports...................................... 17
Section 7.3. Equipment Reports................................... 18
Section 7.4. Compliance Information.............................. 18
Section 7.5. Company's Financial Reports......................... 18
Section 7.6. Rights of Inspection................................ 19
SECTION 8.
TERM OF AGREEMENT; TERMINATION
Section 8.1. Term................................................ 20
Section 8.2. Termination of Manager for Default.................. 20
Section 8.3. Remedies Upon Default............................... 21
Section 8.4. Replacement of the Manager.......................... 22
Section 8.5. Merger or Sale...................................... 22
SECTION 9.
INDEMNIFICATION
Section 9.1. Indemnification by Manager.......................... 22
Section 9.2. Indemnification by Company.......................... 23
Section 9.3. Claims Excluded..................................... 23
Section 9.4. Third Party Claims.................................. 23
Section 9.5. Cooperation......................................... 24
Section 9.6. Survival............................................ 24
SECTION 10.
REPRESENTATIONS AND WARRANTIES
Section 10.1. Representations of Company.......................... 25
Section 10.2. Representations of Manager.......................... 26
SECTION 11.
MISCELLANEOUS
Section 11.1. Table of Contents and Headings...................... 27
Section 11.2. The Manager as Independent Contractor............... 27
Section 11.3. Relations Among Parties............................. 27
Section 11.4. Governing Law....................................... 27
Section 11.5. Notices............................................. 27
Section 11.6. Entire Agreement; Amendment; Waivers................ 28
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
Section 11.7. Assignment.......................................... 28
Section 11.8. Further Assurances.................................. 29
Section 11.9. Third Party Beneficiary............................. 29
Section 11.10. Counterparts........................................ 29
Section 11.11. Severability........................................ 29
Section 11.12. No Petition in Bankruptcy........................... 30
{/TABLE}
APPENDICES AND SCHEDULES
Appendix A -- Definitions
Schedule 1 -- Description of Equipment
Schedule 6.2 -- Form of Lockbox Agreement with Lockbox Bank
Schedule 6.4 -- List of Marks
Schedule 7.1 -- Monthly Report Form
Schedule 7.2 -- Annual Report Form
iii
{PAGE}
OPERATION, MAINTENANCE, SERVICING
AND REMARKETING AGREEMENT
THIS OPERATION, MAINTENANCE, SERVICING AND REMARKETING AGREEMENT (this
"Agreement"), dated as of August 1, 1998, is made and entered into between
General American Transportation Corporation, a New York corporation, as manager
(in such capacity, together with any successor manager, the "Manager"), and
General American Railcar Corporation II, a Delaware corporation (the "Company").
W I T N E S S E T H
- - - - - - - - - -
A. The Company has acquired from General American Transportation
Corporation, a New York corporation ("GATC"), (i) certain railroad tank cars and
covered hopper cars (each railcar individually a "Unit" and all railcars
collectively the "Equipment"), as such Units are more fully described in
Schedule 1 to this Agreement, and (ii) all of GATC's right, title and interest
in and to the lease agreements respecting the Equipment in which GATC is the
lessor, such lease agreements being with customers of GATC (such lease
agreements and future lease agreements entered into by the Manager on behalf of
the Company respecting the Equipment pursuant to this Agreement are hereinafter
referred to as "Car Service Contracts" and such customers and future customers
under Car Service Contracts are hereinafter referred to as "Customers").
B. The Company has sold the Equipment to [Owner Trustee], as Owner
Trustee under [three] separate Trust Agreements, each dated as of August 1,
1998, with the Owner Participants therein named (such Owner Trustees under each
Trust Agreement being herein referred to collectively as the "Owner Trustees"
and, individually, as an "Owner Trustee"), and the Owner Trustees have
simultaneously leased the Equipment to the Company pursuant to the terms of
[three] separate Equipment Lease Agreements, each dated as of August 1, 1998
(collectively, the "Leases" and, individually, a "Lease").
C. The Company, The First National Bank of Chicago, as Collateral Agent
(the "Collateral Agent"), the Owner Trustees, the Indenture Trustees (as
hereinafter defined), the Manager and the Insurance Manager have entered into a
Collateral Agency and Intercreditor Agreement dated as of August 1, 1998 (the
"Intercreditor Agreement") providing, among other things, for the distribution
of Collections (as hereinafter defined) and the exercise of certain rights of
the Company under the Company Documents (as defined in the Intercreditor
Agreement).
D. GATC is engaged in the business of owning, leasing and managing
railcars for itself and others, and the Company desires to retain GATC, on the
terms and conditions set forth in this Agreement, to perform operating,
maintenance, servicing and remarketing services on behalf of the Company in
respect of the Equipment leased by the Company under the Leases and the related
Car Service Contracts.
{PAGE}
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the Company and the Manager hereby agree as follows:
SECTION 1.
DEFINITIONS
-----------
Unless otherwise defined herein, all capitalized terms used but not defined
herein have the meanings assigned to such terms in Appendix A to this Agreement.
SECTION 2.
APPOINTMENTS AND DUTIES OF MANAGER
----------------------------------
Section 2.1. Appointment. The Company hereby appoints the Manager to
-----------
act as the manager with respect to the Equipment, the Leases and the Car Service
Contracts effective as of the Closing Date and grants to the Manager the
authority to operate and maintain the Equipment as required by the terms of the
Leases, to administer the Leases and the Car Service Contracts relating to the
Equipment, to arrange for the storage, maintenance and re-lease of the Equipment
upon termination of the Car Service Contracts or any of them, and to collect
monies and make disbursements on behalf of the Company as contemplated or
required by the Car Service Contracts, the Intercreditor Agreement and the
Leases, and generally to manage and administer the operation of the Equipment,
the Car Service Contracts and the Leases, all on the terms and conditions
contained herein. The Manager shall manage each Unit from the date of its
acquisition by the Company until the date that the Manager's obligations with
respect to such Unit shall terminate pursuant to Section 8.1.
Section 2.2. Duties of the Manager. The Manager hereby accepts its
---------------------
appointment as manager under this Agreement and, subject to the terms and
conditions of this Agreement, agrees to use reasonable care and diligence
consistent with customary commercial practice as would be used by a prudent
Person in the railcar leasing industry but in all cases at the level of care and
diligence utilized by the Manager in the management of the Manager's Fleet and
as shall be required in order for the Company to perform its obligations under
the Leases (the "Services Standard"), and to provide and perform the following
services for or on behalf of the Company:
(a) Monitor the creditworthiness and performance of the Customers, as
appropriate, and discharge and perform the obligations of the Company under the
Car Service Contracts; provide all billing and collection services with respect
to collecting all Sublease Payments and payments due from other persons with
respect to the Equipment; maintain separate books and records reflecting the
financial condition and results of operations of the Company in accordance with
generally accepted accounting principles; account for and remit all sums due to
or for the account of the Company, as hereinafter set forth; and employ the
Manager's then
132109
|
GATX
As referenced in this Operation, Maintenance, Servicing and Remarketing Agreement:
GATX Corp – Owner Trustee], not in its individual capacity
-------------
but solely as Owner Trustee under the Trust Agreements and its successors
thereunder.
"Parent" shall mean GATX Corp oration, a New York corporation.
------
"Participants" shall mean the Loan Participant and the Owner Participants.
------------
"Participation Agreements" shall mean the three Participation Agreements
------------------------
[(
_____________
dt 92508
;
 First National
As referenced in this Operation, Maintenance, Servicing and Remarketing Agreement:
First National Bank of Chicago, – three] separate Equipment Lease Agreements, each dated as of August 1, 1998
(collectively, the "Leases" and, individually, a "Lease").
C. The Company, The First National Bank of Chicago, as Collateral Agent
(the "Collateral Agent"), the Owner Trustees, the Indenture Trustees (as
hereinafter defined), the Manager and the Insurance Manager have
_____________
First National Bank of Chicago, – except
----------
where the context otherwise requires, each Indenture Supplement entered into
pursuant to the terms of the Indentures.
"Indenture Trustee" shall mean The First National Bank of Chicago, a
-----------------
national banking association, as trustee under the Indenture and its successors
thereunder.
"Indenture Trustee Agreements" shall mean the Operative Agreements to
_____________
dt 130094
;
Vedder Price
As referenced in this Operation, Maintenance, Servicing and Remarketing Agreement:
Vedder, Price – RAILCAR CORPORATION II
and
GENERAL AMERICAN TRANSPORTATION CORPORATION,
as Manager
Covered Hopper and Tank Cars
-----------------------
Vedder, Price , Kaufman & Kammholz
Chicago, Illinois
{PAGE}
TABLE OF CONTENTS
SECTION 1.
DEFINITIONS
-----------
{TABLE}
SECTION 2.
dt 31807
;
| General American Transportation Corporation;
General American Railcar Corp. II
|
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| 2003 |
Commercial Services and Marketing Agreement
Commercial Services and Marketing Agreement (35K)
Doc #143909: Click preview link for longer preview.
COMMERCIAL SERVICES AND MARKETING AGREEMENT
THIS AGREEMENT (hereinafter Agreement or CSM) is effective as of November 12th, 2002 by and between YAK Communications (Canada), Inc a Canadian corporation having a business address at 55 Town Centre Court #610, Scarborough, Ontario M1P 4X4 (hereinafter YAK); and Digital Way, S.A., a Peruvian corporation having a business address at Los Rosales 285 of. 401, San Isidro, Peru (hereinafter DWSA or Authorized Sales Representative); collectively referred to as the Parties individually, a Party.
WHEREAS Yak is in the telecommunications business generally, and referred to specifically as the Dial Around or Call by Call business (the Services as further defined in Exhibit A of this Agreement); and
WHEREAS DWSA is in the general business of voice, date and Internet telecommunications services and provisioning in Lima Peru; and
WHEREAS DWSA is a fully licensed and legally authorized company in Peru, and is fully operational in varying fields of telecommunications sales and distribution; and
WHEREAS both parties are eager to establish and offer the Dial Around and/or Call by Call business in Lima Peru;
WHEREAS the Parties will enter into that certain Telecommunications Services and Disbursement Agreement (TSD), on the Effective Date to promote the Services, as defined below, and is made a part of this Agreement by reference;
NOW, THEREFORE, in consideration of the promises and the mutual agreements hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:
I. APPOINTMENT OF DWSA AND DWSA OBLIGATIONS
1. Appointment and Responsibility
(a) (i) Yak hereby appoints DWSA as the sole authorized sales representative, to market, promote the sale of the Services in the Nation of Peru.
(ii) The Parties reserve the right to add to, alter or subtract from, the Services at any time with the mutual consent of both Parties.
(b) DWSA accepts this appointment and agrees to exert commercially reasonable efforts to promote, on the Parties behalf, certain of the Services to: (i) provide sales support activity; and (ii) to meet the quality targets established by the Parties.
143909
| | Digital Way, S.A.
|
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| 2003 |
Remarketing Agreement
Remarketing Agreement (71K)
Doc #143924: Click preview link for longer preview.
REMARKETING AGREEMENT
, 2003
MORGAN STANLEY & CO. INCORPORATED
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
Morgan Stanley & Co. Incorporated is undertaking to remarket the 7.29% notes due May 18, 2006 (the Notes), issued by PPL Capital Funding, Inc., a Delaware corporation (PPL Capital Funding), and guaranteed PPL Corporation, a Pennsylvania corporation (the Company).
The Remarketing (as defined below) of the Notes is provided for in the Pledge Agreement and the Purchase Contract Agreement (as defined 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 , 2003 (the Purchase Contract Agreement), between the Company and JPMorgan Chase Bank, as Purchase Contract Agent (the Purchase Contract Agent), Collateral Agent and Custodial Agent or, if not therein defined, in the Pledge Agreement, dated as of , 2003, between JPMorgan Chase Bank, as Collateral Agent, Securities Intermediary and Custodial Agent, and the Purchase Contract Agent (the Pledge Agreement) or, if not therein defined, in the Dealer Manager Agreement, dated as of , 2003, between the Company, PPL Capital Funding and Morgan Stanley & Co. Incorporated.
(b) As used in this Agreement, the following terms have the following meanings:
Issuers means the Company and PPL Capital Funding, collectively.
Morgan Stanley means Morgan Stanley & Co. Incorporated.
New PEPS Units Agreements means the Purchase Contracts, the Purchase Contract Agreement and the Pledge Agreement, collectively.
Offering Materials means the Prospectus and the preliminary remarketing memorandum and final remarketing memorandum referred to in Section 5(j)(2), as applicable.
143924
|
JPMorgan Chase
As referenced in this Remarketing Agreement:
JPMorgan Chase – Purchase Contract Agreement, dated as of , 2003 (the Purchase Contract Agreement), between the Company and JPMorgan Chase Bank, as Purchase Contract Agent (the Purchase Contract Agent), Collateral Agent and Custodial Agent or,
JPMorgan Chase – Agent or, if not therein defined, in the Pledge Agreement, dated as of , 2003, between JPMorgan Chase Bank, as Collateral Agent, Securities Intermediary and Custodial Agent, and the Purchase Contract Agent (the
JPMorgan Chase – or Indenture Trustee, shall be delivered or sent by mail, telex or facsimile transmission to JPMorgan Chase Bank, 4 New York Plaza, New York, New York 10004, Attention: Institutional Trust Services (Fax:
JPMORGAN CHASE – PPL CAPITAL FUNDING, INC.
By:
Name:
Title:
Accepted:
MORGAN STANLEY & CO. INCORPORATED
By:
Name:
Title:
JPMORGAN CHASE BANK,
not individually but solely as Purchase
Contract Agent and as attorney-in-fact
of
JPMorgan Chase – PPL Capital Funding, Inc. (PPL Capital Funding), Morgan Stanley & Co. Incorporated (the Remarketing Agent), and JPMorgan Chase Bank, as Purchase Contract Agent and attorney-in-fact for the Holders of the New
dt 45785
;
Simpson Thacher
As referenced in this Remarketing Agreement:
Simpson Thacher – in accountants comfort letters with respect to certain financial information contained in the Prospectus.
(i) Simpson Thacher & Bartlett LLP, outside counsel to the Company, Thomas D. Salus, Senior Counsel to
Simpson Thacher – to Two North Ninth Street, Allentown, Pennsylvania 18101-1179, Attention: Treasurer, with a copy to Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017, Attention: Vincent Pagano Jr.;
dt 34016
;
| PPL Corp.
|
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| 2003 |
Termination of Remarketing Agreement
Termination of Remarketing Agreement (8K)
Doc #143944: Click preview link for longer preview.
TERMINATION OF REMARKETING AGREEMENT relating to
6.15% Reset Put Securities ("REPS") Due 2033
of
Cox Communications, Inc.
This Agreement, dated as of June 25, 2003, is by and between COX
COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and MORGAN STANLEY
& CO. INCORPORATED, a Delaware corporation ("MS").
WHEREAS, the Company has issued $250,000,000 aggregate principal amount
of its 6.15% REset Put Securities due 2033 (the "Notes");
WHEREAS, as more particularly set forth in the Remarketing Agreement
dated as July 27, 1998 by and between the Company and MS (the "Remarketing
Agreement"). MS has the option to elect to purchase and remarket the Notes in
whole, but not in part (such right being referred in this Agreement as the
"Remarketing Option") in its capacity as the Remarketing Dealer (as defined in
the Remarketing Agreement);
WHEREAS, the Company, wishes to terminate MS's Remarketing Option on
the terms and conditions set forth herein; and
WHEREAS, the Company and MS wish to terminate the Remarketing
Agreement:
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and MS hereby agree as
follows:
1. The Company and MS agree to terminate MS's Remarketing Option
under the terms hereof. Such termination shall become effective on the date that
is the earlier of (i) the date on which the Company terminates MS's Remarketing
Option with respect to all of the Notes or (ii) July 29, 2003 (the "Termination
Date"). The Remarketing Agreement shall be terminated in its entirety as of the
Termination Date and, other than as provided in Section 8 thereof, no provision
thereof or rights or obligations thereunder shall survive such termination. The
Company agrees to repurchase the entire principal amount of the Notes on the
Coupon Reset Date (as defined in the Remarketing Agreement) at a price equal to
100% of the principal amount of the Notes plus accrued and unpaid interest, if
any, on the Notes to but excluding the Coupon Reset Date.
2. The Company may elect at any time and on multiple days during
the Termination Period (as defined herein), but not later than the Termination
Date, to terminate MS's Remarketing Option with respect to all or any portion of
the Notes by providing notice to MS on any such day specifying the aggregate
principal amount of the Notes with respect to which the Remarketing Option is
being terminated. Any remaining portion of the Notes with respect to which the
Company has not terminated MS's
143944
|
Cox
As referenced in this Termination of Remarketing Agreement:
Cox Communications, Inc – OF REMARKETING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.4
TERMINATION OF REMARKETING AGREEMENT relating to
6.15% Reset Put Securities ("REPS") Due 2033
of
Cox Communications, Inc .
This Agreement, dated as of June 25, 2003, is by and between COX
COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and MORGAN
_____________
COX
COMMUNICATIONS, INC – 15% Reset Put Securities ("REPS") Due 2033
of
Cox Communications, Inc.
This Agreement, dated as of June 25, 2003, is by and between COX
COMMUNICATIONS, INC ., a Delaware corporation (the "Company"), and MORGAN STANLEY
& CO. INCORPORATED, a Delaware corporation ("MS").
WHEREAS, the Company has issued $250,000,000
_____________
COX COMMUNICATIONS, INC – and the same document.
2
{PAGE}
IN WITNESS WHEREOF, this Agreement has been entered into as of the 25th
day of June 2003.
COX COMMUNICATIONS, INC .
By: /s/ Jimmy W. Hayes
-----------------------------
Name: Jimmy W. Hayes
Title: Executive Vice President, Finance
and Chief Financial Officer
MORGAN STANLEY & CO. INCORPORATED
_____________
COX COMMUNICATIONS, INC – 000,000 $ 7,852,196 $ 25,000,000
7/8/03 $ 25,000,000 $ 3,663,110 $ 0
----------------------------------------------------------------------
Total $ 43,732,913
{/TABLE}
COX COMMUNICATIONS, INC .
By: /s/ Jimmy W. Hayes
-------------------------------------
Name: Jimmy W. Hayes
Title: Executive Vice President, Finance
and Chief Financial Officer
MORGAN STANLEY & CO. INCORPORATED
_____________
dt 259101
;
|
Morgan Stanley
As referenced in this Termination of Remarketing Agreement:
MORGAN STANLEY
& CO – Communications, Inc.
This Agreement, dated as of June 25, 2003, is by and between COX
COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and MORGAN STANLEY
& CO . INCORPORATED, a Delaware corporation ("MS").
WHEREAS, the Company has issued $250,000,000 aggregate principal amount
of its 6.15% REset Put
_____________
MORGAN STANLEY & CO – June 2003.
COX COMMUNICATIONS, INC.
By: /s/ Jimmy W. Hayes
-----------------------------
Name: Jimmy W. Hayes
Title: Executive Vice President, Finance
and Chief Financial Officer
MORGAN STANLEY & CO . INCORPORATED
By: /s/ William C. Thum
-----------------------------
Name: William C. Thum
Title: Vice President
{PAGE}
Appendix A
{TABLE}
{CAPTION}
Aggregate Principal Remaining
Amount
_____________
MORGAN STANLEY & CO – 913
{/TABLE}
COX COMMUNICATIONS, INC.
By: /s/ Jimmy W. Hayes
-------------------------------------
Name: Jimmy W. Hayes
Title: Executive Vice President, Finance
and Chief Financial Officer
MORGAN STANLEY & CO . INCORPORATED
By: /s/ William C. Thum
-------------------------------------
Name: William C. Thum
Title: Vice President
{/TEXT}
{/DOCUMENT}
_____________
dt 183397
|
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| 2003 |
Distribution and Marketing Agreement
Distribution and Marketing Agreement (64K)
Doc #143967: Click preview link for longer preview.
DISTRIBUTION AND MARKETING AGREEMENT
BETWEEN PROXYMED, INC.
AND NATIONAL NETWORK SERVICES, INC.
AND PLANVISTA CORPORATION
THIS AGREEMENT, which is effective as of June 10, 2003 (the Effective Date), is by and between PROXYMED, INC. (ProxyMed), and NATIONAL NETWORK SERVICES, INC. (NNSI), AND PLANVISTA CORPORATION (collectively with NNSI, PlanVista).
RECITALS
WHEREAS, ProxyMed is an electronic healthcare transaction processing service company providing connectivity services, and financial, clinical, and administrative transaction processing service to physician offices, payers, medical laboratories, pharmacies and other healthcare institutions, hereinafter, Health Care Organizations, through ProxyNet, ProxyMeds secure, proprietary national electronic information network, which provides Health Care Organizations with connectivity to one of the industrys largest group of insurance companies and managed care payers, the largest group of clinical laboratories, and the largest group of chain and independent pharmacies; and
WHEREAS, PlanVista provides medical cost management services and network and data management business process outsourcing solutions for healthcare payers and providers through its wholly-owned subsidiary, NNSI.
WHEREAS, ProxyMed, NNSI and PlanVista (each of the foregoing a Party and collectively the Parties) have determined that, because of their diverse capabilities and resources, they would benefit from an agreement between their respective organizations.
NOW, THEREFORE, AND IN CONSIDERATION of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.0 DEFINITIVE AGREEMENTS; PURPOSE.
ProxyMed and PlanVista agree that ProxyMed will offer PlanVistas network access and repricing services (Cost Containment Services) and PayerServ network management services (Network Management Services) to entities that are ProxyMed customers or prospective customers during the term of this Agreement (each a Payer). ProxyMed Payers include but are not limited to the following entities or groups:
143967
|
ProxyMed
As referenced in this Distribution and Marketing Agreement:
PROXYMED, INC. – to the confidentiality request. Omissions are designated as [xxx]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
DISTRIBUTION AND MARKETING AGREEMENT
BETWEEN PROXYMED, INC.
AND NATIONAL NETWORK SERVICES, INC.
AND PLANVISTA CORPORATION
THIS AGREEMENT, which is effective as of June 10, 2003 (the Effective Date), is by and between PROXYMED, INC. (ProxyMed), and
_____________
PROXYMED, INC. – MARKETING AGREEMENT
BETWEEN PROXYMED, INC.
AND NATIONAL NETWORK SERVICES, INC.
AND PLANVISTA CORPORATION
THIS AGREEMENT, which is effective as of June 10, 2003 (the Effective Date), is by and between PROXYMED, INC. (ProxyMed), and NATIONAL NETWORK SERVICES, INC. (NNSI), AND PLANVISTA CORPORATION (collectively with NNSI, PlanVista).
RECITALS
WHEREAS, ProxyMed is an electronic healthcare transaction processing service company providing connectivity services, and
_____________
ProxyMed, Inc. – address of the recipient as set forth below, or such other address provided by the recipient to the sender pursuant hereto.
If to ProxyMed:
Nancy J. Ham (or successor)
President
ProxyMed, Inc.
2555 Davie Road, Suite 110
Fort Lauderdale, FL 33317
With a copy to:
Rafael G. Rodriguez (or successor)
In-House Counsel & Secretary
ProxyMed, Inc.
2555 Davie Road, Suite
_____________
ProxyMed, Inc. – J. Ham (or successor)
President
ProxyMed, Inc.
2555 Davie Road, Suite 110
Fort Lauderdale, FL 33317
With a copy to:
Rafael G. Rodriguez (or successor)
In-House Counsel & Secretary
ProxyMed, Inc.
2555 Davie Road, Suite 110
Fort Lauderdale, FL 33317
If to PlanVista or to
National Network
Services, Inc.:
PLANVISTA CORPORATION
Attn. Jeffrey L. Markle
4010 Boy Scout Blvd.
Suite
_____________
PROXYMED, INC. – but are not limited to, fires, floods, and natural disasters.
17
IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the Effective Date.
AGREED TO BY:
PROXYMED, INC.
PLANVISTA CORPORATION
By:
/s/ Michael Hoover
By:
/s/ Phillip S. Dingle
Its:
CEO
Its:
Chairman and Chief Executive Officer
Date:
6/10/03
Date:
6/10/03
NATIONAL NETWORK
_____________
dt 1450391
;
Fowler White
As referenced in this Distribution and Marketing Agreement:
Fowler White – 353-2320
Telephone No.: (813) 353-2300
With a copy to:
David C. Shobe, Esq.
Fowler White Boggs Banker P.A.
501 East Kennedy Blvd, Suite 1700
Tampa, FL 33602
Fax
dt 36635
;
| National Network Services, Inc.;
Planvista Corp.
|
Preview
Full Doc
| 2003 |
Marketing Agreement
Marketing Agreement (14K)
Doc #143975: Click preview link for longer preview.
MARKET ACCESS PROGRAM
MARKETING AGREEMENT
THIS MARKET ACCESS PROGRAM MARKETING AGREEMENT (the "Agreement") is made and
entered into as of the 1st day of June 2002, by and between Lipman Capital
Group, Inc., with offices at 660 Madison Avenue, 15th Floor, New York, NY 10021
(hereinafter referred to as "LCG") and a21, Inc., with offices at One
Embarcadero Centre, Suite 500, San Francisco, CA 94111 (hereinafter referred to
as the "Company").
WITNESSETH:
For and in consideration of the mutual promises and covenants contained herein,
the parties hereto agree as follows:
1. ENGAGEMENT. The Company hereby hires and employs LCG as an independent
contractor, and LCG does hereby accept its position as an independent
contractor to the Company, upon the terms and conditions hereinafter set
forth.
2. TERM. This Agreement shall be for 12 months (cancelable on two (2) months
advance notice) from the date hereof.
143975
|
a21
As referenced in this Marketing Agreement:
a21, Inc – between Lipman Capital
Group, Inc., with offices at 660 Madison Avenue, 15th Floor, New York, NY 10021
(hereinafter referred to as "LCG") and a21, Inc ., with offices at One
Embarcadero Centre, Suite 500, San Francisco, CA 94111 (hereinafter referred to
as the "Company").
WITNESSETH:
For and in
_____________
a21, Inc – of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written. a21, Inc .
By: __________________________________________
Name: Albert H. Pleus
Title: Chairman
LIPMAN CAPITAL GROUP, INC.
By: __________________________________________
Name: John Lipman
Title: President and CEO
5
{
_____________
dt 266470
;
| Lipman Capital Group, Inc.
|
Preview
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| 2003 |
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
|
Preview
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| 2003 |
Exclusive Marketing Agreement
Exclusive Marketing Agreement (196K)
Doc #144259: Click preview link for longer preview.
===============================================================================
EXCLUSIVE MARKETING AGREEMENT
BY AND AMONG
OSTEOTECH, INC.
LIFENET
DEPUY ORTHOPAEDICS, INC.
AND
DEPUY ACROMED, INC.
DATED AS OF DECEMBER 13, 2002
================================================================================
*** Indicates the omission of confidential material pursuant to the request for
confidential treatment made in accordance with Rule 24b-2 under the
Securities Exchange Act of 1934, as amended. The confidential material is
being filed separately with the Securities and Exchange Commission.
E-13
{PAGE}
TABLE OF CONTENTS
PAGE
----
Section 1 DEFINITIONS; CONSTRUCTION....................................1
1.1 "510(k) Premarket Notification"..................................1
1.2 "AAA"............................................................2
1.3 "AATB"...........................................................2
1.4 "Adverse Reaction Report"........................................2
1.5 "Affiliate"......................................................2
1.6 "Agreement"......................................................2
1.7 "Allograft Bone Tissue"..........................................2
1.8 "Annual End User Fees"...........................................2
1.9 "Audit Report"...................................................2
1.10 "Auditor"........................................................2
1.11 "BMPs"...........................................................2
1.12 "Bio-Implant Allografts".........................................2
1.13 "Business Day"...................................................2
1.14 "Carrier Allograft"..............................................2
1.15 "Carry-Over Period"..............................................2
1.16 "Confidential Information".......................................2
1.17 "Contract Year"..................................................3
1.18 "Corrective Payment".............................................3
1.19 "Customers"......................................................3
1.20 "DBM Carrier Products"...........................................3
1.21 "DBM Notice of Sale".............................................3
1.22 "DBM Promoting Affiliates".......................................4
1.23 "DePuy"..........................................................4
1.24 "DePuy AcroMed"..................................................4
1.25 "DePuy Comment Period"...........................................4
1.26 "DePuy Orthopaedics".............................................4
1.27 "DePuy Service Fee"..............................................4
1.28 "Effective Date".................................................5
1.29 "End User Fee"...................................................5
1.30 "FDA"............................................................5
1.31 "FDA Carry-Over Period"..........................................5
1.32 "Field"..........................................................5
1.33 "Final Packaging"................................................5
1.34 "First Right"....................................................5
E-14
{PAGE}
1.35 "Force Majeure"..................................................5
1.36 "Initial Forecast"...............................................5
1.37 "Initial Packaging"..............................................5
1.38 "Inventory Carrying Costs".......................................6
1.39 "Inventory Supply"...............................................6
1.40 "Invoice Date"...................................................6
1.41 "Laws and Rules".................................................6
1.42 "LifeNet"........................................................6
1.43 "LifeNet Fee"....................................................6
1.44 "LifeNet Patents"................................................6
1.45 "LifeNet Technology".............................................6
1.46 "LifeNet Traditional and Non-Carrier Based Tissues"..............6
1.47 "Losses".........................................................6
1.48 "Materially Burdensome Condition"................................7
1.49 ***..............................................................7
1.50 "NOTA"...........................................................7
1.51 "Osteotech"......................................................7
1.52 "Osteotech Comment Period".......................................7
1.53 "Osteotech Patents"..............................................7
1.54 "Osteotech Service Fee"..........................................7
1.55 "Osteotech Suggested End User Fees"..............................7
1.56 "Party"..........................................................7
1.57 "Person".........................................................7
1.58 "Pre-Existing Distribution Agreement"............................7
1.59 "Premarket Approval (PMA)".......................................8
1.60 "Primary Agreement"..............................................8
1.61 "Product"........................................................8
1.62 "Product Complaint"..............................................8
1.63 "Product Development Payment"....................................8
1.64 "Promotional Budget".............................................8
1.65 "Promotional Materials"..........................................8
1.66 "Reasonable Efforts".............................................8
1.67 "Remedy Period"..................................................9
1.68 "Required Characteristics".......................................9
1.69 "Section 7.1 Report".............................................9
----------
*** Indicates the omission of confidential material pursuant to the request for
confidential treatment made in accordance with Rule 24b-2 under the
Securities Exchange Act of 1934, as amended. The confidential material is
being filed separately with the Securities and Exchange Commission.
E-15
{PAGE}
1.70 "Section 7.2 Report".............................................9
1.71 "Targeted Inventory Level".......................................9
1.72 "Territory"......................................................9
1.73 "Tissue Priority Guidelines".....................................9
1.74 "Trademarks"....................................................10
1.75 Construction....................................................10
Section 2 PRIMARY AGREEMENT OBLIGATIONS...............................10
2.1 Supply of Allograft Bone Tissue by LifeNet......................10
2.2 Processing of Allograft Bone Tissue by Osteotech................11
2.3 Packaging and Delivery of the Product...........................11
2.4 License of LifeNet Technology to Osteotech......................11
2.5 License of Osteotech Patents to LifeNet.........................11
2.6 Covenant Not to Sue.............................................11
2.7 Determination of Tissue Providers...............................12
2.8 In the Event of an Insufficient Supply of Tissue................12
2.9 Determination of Product Types and Amounts......................12
2.10 ***.............................................................12
Section 3 EXCLUSIVITY OF PROMOTION....................................13
3.1 Generally.......................................................13
3.2 Promotional Restrictions on DePuy...............................13
3.3 Limited Restrictions on LifeNet.................................13
3.4 Grafton(R) Exclusion............................................14
Section 4 RELATIONSHIP OF PARTIES; BUDGET.............................14
4.1 Relationship of the Parties.....................................14
4.2 Promotional Budget..............................................14
Section 5 OBLIGATIONS AND REPRESENTATIONS OF THE PARTIES..............14
5.1 Regulatory Matters..............................................14
5.2 LifeNet Obligations.............................................17
5.3 DePuy Obligations...............................................17
5.4 Osteotech Obligations...........................................18
5.5 Representations, Warranties, and Covenants of the Parties.......19
5.6 DISCLAIMER......................................................21
Section 6 COMPENSATION................................................21
----------
*** Indicates the omission of confidential material pursuant to the request for
confidential treatment made in accordance with Rule 24b-2 under the
Securities Exchange Act of 1934, as amended. The confidential material is
being filed separately with the Securities and Exchange Commission.
E-16
{PAGE}
6.1 End User Fees...................................................21
6.2 Payment of Service Fees.........................................21
6.3 Compensation and Expenses.......................................23
6.4 Inventory Supply and Reimbursements.............................24
6.5 Product Development Payment.....................................32
Section 7 REPORTS, ETC................................................32
7.1 Monthly Reports.................................................32
7.2 Quarterly Reports...............................................32
7.3 Taxes...........................................................32
7.4 Audit Rights....................................................32
Section 8 INDEMNIFICATION.............................................33
8.1 Intellectual Property Indemnification by Osteotech..............33
8.2 Promotional Material Indemnification by Osteotech...............34
8.3 General Indemnification by Osteotech............................34
8.4 Intellectual Property Indemnification by LifeNet................34
8.5 Promotional Material Indemnification by LifeNet.................34
8.6 General Indemnification by LifeNet..............................34
8.7 Indemnification by DePuy........................................35
8.8 Conditions to Indemnifications..................................35
8.9 Insurance.......................................................36
8.10 LIMITATION ON LIABILITY.........................................36
Section 9 CONFIDENTIALITY.............................................37
9.1 Generally.......................................................37
9.2 Obligations on Termination......................................37
Section 10 TERM........................................................37
10.1 Generally.......................................................37
10.2 Termination of Primary Agreement................................38
10.3 Bankruptcy......................................................38
10.4 Material Breach of Representations, Warranties, or Covenants....38
10.5 Infringement....................................................38
10.6 Invalidity of Osteotech Patents.................................38
10.7 Recall or Corrective Action.....................................39
10.8 Premarket Approval (PMA)........................................39
10.9 Change in Control of Osteotech..................................39
10.10 Osteotech Relationship with RTI or Medtronic....................40
10.11 DBM Notice of Sale..............................................40
10.12 Distribution of Other DBM Carrier Products by DePuy.............40
E-17
{PAGE}
10.13 Bone Morphogenic Proteins Exclusion.............................40
10.14 Corrective Payments by DePuy....................................41
10.15 Osteotech and LifeNet Right to Waive Termination................42
10.16 Effect of Certain Terminations on DePuy Thresholds..............42
10.17 Survival........................................................42
Section 11 TRADEMARKS, TRADENAMES, AND PATENTS.........................43
11.1 Generally.......................................................43
11.2 Restriction on Use..............................................43
11.3 Infringement of Trademarks......................................43
11.4 Infringement of Osteotech Patents...............................43
11.5 Infringement of LifeNet Patents.................................43
11.6 Technology or Intellectual Property Developed
Subsequent to Effective Date..................................44
Section 12 DISPUTE RESOLUTION..........................................44
12.1 Mediation.......................................................44
12.2 Arbitration.....................................................45
Section 13 MISCELLANEOUS...............................................46
13.1 Notice..........................................................46
13.2 Force Majeure...................................................47
13.3 Assignment......................................................47
13.4 Amendment.......................................................47
13.5 Waiver..........................................................47
13.6 Remedies........................................................47
13.7 Severability....................................................48
13.8 Governing Law...................................................48
13.9 Publicity.......................................................48
13.10 Headings........................................................48
13.11 Entire Agreement................................................48
13.12 Conflicts with Primary Agreement................................49
13.13 Fees and Expenses...............................................49
13.14 Incorporation by Reference......................................49
13.15 Interpretation..................................................49
13.16 Counterparty and Facsimile Signatures...........................49
E-18
{PAGE}
EXCLUSIVE MARKETING AGREEMENT
This Exclusive Marketing Agreement (the "AGREEMENT") is made as of
the 13th day of December, 2002, by and among Osteotech, Inc., a tissue bank
accredited by the AATB and a corporation organized and existing under the laws
of the state of Delaware ("OSTEOTECH"), LifeNet, a tissue bank accredited by the
AATB and a not-for-profit corporation organized and existing under the laws of
the Commonwealth of Virginia ("LIFENET"), DePuy Orthopaedics, Inc., a
corporation organized and existing under the laws of Indiana, ("DEPUY
ORTHOPAEDICS") and DePuy AcroMed, Inc., a corporation organized and existing
under the laws of Ohio and an Affiliate of DePuy Orthopaedics ("DEPUY ACROMED",
DePuy Orthopaedics and DePuy AcroMed are together referred to herein as
"DEPUY"), each of Osteotech, LifeNet, DePuy Orthopaedics and DePuy AcroMed being
a "PARTY", and collectively referred to as the "PARTIES". Capitalized terms used
in this Agreement shall have the meanings assigned to them in Section 1 hereof,
unless otherwise defined elsewhere in this Agreement.
WHEREAS, LifeNet and Osteotech have entered into the Primary
Agreement which, among other things, contemplates that this Agreement will be
entered into; and
WHEREAS, to enhance the usefulness of, and encourage the use by
hospitals and physicians of bone tissue recovered from human donors (i.e., human
allograft bone tissue), the Parties agree to enter into this Agreement pursuant
to which:
(a) LifeNet will provide Allograft Bone Tissue to Osteotech for
further processing;
(b) Osteotech will further process, utilizing its proprietary
technology, the Allograft Bone Tissue (to include demineralization if not
previously performed by LifeNet) and will combine such demineralized Allograft
Bone Tissue with a glycerol-based carrier in order to produce for subsequent
distribution by LifeNet (and its designees) the Products; and
(c) Osteotech will engage DePuy to promote the Products and will
grant to DePuy the exclusive rights to promote such Products in the Field
throughout the Territory
WHEREAS, LifeNet processes human allograft bone tissue into forms
suitable for clinical use and promotes and distributes the processed tissue, and
can obtain reasonable payment from tissue recipients (e g hospitals and
physicians) in compliance with NOTA
NOW, THEREFORE, the Parties hereby agree as follows:
SECTION 1 DEFINITIONS; CONSTRUCTION
1.1 "510(k) Premarket Notification" shall mean the premarketing
notification submission made to the FDA prior to the marketing of Class I, Class
II, and some Class III devices intended for human use to demonstrate that the
device to be marketed is substantially equivalent to a predicate device (or any
functionally equivalent submission that may hereinafter be promulgated by the
FDA that would be applicable to the Product).
144259
|
Osteotech
As referenced in this Exclusive Marketing Agreement:
OSTEOTECH, INC –
{DOCUMENT}
{TYPE}EX-10.38
{SEQUENCE}4
{FILENAME}d54375_ex10-38.txt
{DESCRIPTION}EXCLUSIVE MARKETING AGREEMENT
{TEXT}
EXHIBIT 10.38
===============================================================================
EXCLUSIVE MARKETING AGREEMENT
BY AND AMONG
OSTEOTECH, INC .
LIFENET
DEPUY ORTHOPAEDICS, INC.
AND
DEPUY ACROMED, INC.
DATED AS OF DECEMBER 13, 2002
================================================================================
*** Indicates the omission of confidential material pursuant to the request for
confidential treatment made in
_____________
Osteotech, Inc – Counterparty and Facsimile Signatures...........................49
E-18
{PAGE}
EXCLUSIVE MARKETING AGREEMENT
This Exclusive Marketing Agreement (the "AGREEMENT") is made as of
the 13th day of December, 2002, by and among Osteotech, Inc ., a tissue bank
accredited by the AATB and a corporation organized and existing under the laws
of the state of Delaware ("OSTEOTECH"), LifeNet, a tissue bank accredited by the
_____________
Osteotech, Inc – provided
the sender has received written confirmation of the delivery to recipient. The
initial record addresses, telephone and facsimile numbers of the Parties are set
forth below:
If to Osteotech: Osteotech, Inc .
51 James Way
Eatontown, New Jersey 07724
Attention: President and CEO
Telephone No. (732) 542-2800
Facsimile No: (732) 935-0626
if to LifeNet: LifeNet
5809 Ward Court
Virginia
_____________
OSTEOTECH, INC – WITNESS WHEREOF, the Parties have caused this Exclusive Marketing Agreement
to be executed by their respective duly authorized officers or representatives
as of the day and year first above written.
OSTEOTECH, INC . DEPUY ORTHOPAEDICS, INC.
By: /s/ Richard W. Bauer By: /s/ Kevin Sidow
------------------------------- --------------------------------
Name: Richard W. Bauer Name: Kevin Sidow
Title: President & CEO Title: President
LIFENET DEPUY ACROMED, INC.
By: /
_____________
dt 1443511
;
Williams Mullen
As referenced in this Exclusive Marketing Agreement:
Williams Mullen – 847-7831
Facsimile No.: (757)464-5721
with a copy to: Eric A. Hauser, Esq.
Williams Mullen , a Professional Corporation
One Columbus Center, Suite 900
Virginia Beach, VA 23462
Telephone No. (
dt 32170
;
| Depuy Orthopaedics, Inc.;
Depuy Acromed, Inc.
|
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| 2003 |
Local Marketing Agreement
Local Marketing Agreement (56K)
Doc #144271: Click preview link for longer preview.
LOCAL MARKETING AGREEMENT
This LOCAL MARKETING AGREEMENT (the "Agreement"), made as of this 13th
day of December, 2002, by and between LIN Television Corporation, a Delaware
corporation ("LIN Television"), TVL Broadcasting of Abilene, Inc., a Delaware
corporation (the "Operator"), and Abilene Broadcasting, LLC, a Delaware limited
liability company (the "Licensee" and, together with LIN Television and
Operator, "LIN"), and Mission Broadcasting, Inc. a Delaware corporation
("Programmer").
W I T N E S S E T H:
WHEREAS, Operator and Licensee are each wholly-owned subsidiaries of TVL
Broadcasting, Inc., which in turn is a wholly-owned subsidiary of LIN
Television;
WHEREAS, Operator is the owner of substantially all of the assets (other
than the FCC Licenses) used or useful for the operation of the television
stations KRBC-TV, Abilene-Sweetwater, Texas, and KACB-TV, San Angelo, Texas
(together the "Stations" and each individually a "Station");
WHEREAS, Licensee is currently the holder of all licenses, permits,
construction permits and other authorizations issued by or pending before the
Federal Communications Commission (the "FCC") necessary or useful for the
operation of the Stations (the "FCC Licenses") in respect of the Stations;
WHEREAS, LIN Television, Licensee, Operator and Programmer have entered
into an Asset Purchase Agreement of even date herewith for the sale of all of
the tangible and intangible assets used or useful in connection with operating
the Stations, a copy of which is attached hereto as Exhibit A (the "Purchase
Agreement");
WHEREAS, Programmer desires to assist LIN in providing programming to be
transmitted on the Stations and to provide management and operation services
with respect to the Stations; and
WHEREAS, LIN desires to accept Programmer's assistance and transmit
programming supplied by Programmer on the Stations while maintaining ultimate
control over the Stations' finances, personnel matters and programming, as well
as continuing to broadcast LIN's own public interest programming;
NOW, THEREFORE, in consideration of these premises and the mutual
promises, undertakings, covenants and agreements of the parties contained in
this Agreement, the parties hereto do hereby agree as follows:
ARTICLE 1 - PROGRAMMING
Section 1.1 Programming. Programmer hereby agrees to provide, and LIN
agrees to transmit on the Stations (including, without limitation, their
subcarriers, vertical blanking intervals and any additional authorizations or
spectrum allocated to the Stations in the future,
144271
|
Covington
As referenced in this Local Marketing Agreement:
Covington & Burling
– M. Parent, Esq.
Telephone: 401-454-2880
Facsimile: 401-454-2817
with a copy to
Covington & Burling
1201 Pennsylvania Avenue, NW
Washington, D.C. 20004-2401
Attention: Eric D. Greenberg, Esq.
dt 35060
;
Drinker Biddle
As referenced in this Local Marketing Agreement:
Drinker Biddle – President
Telephone: 330-335-8088
Facsimile: 330-336-8454
- 13 -
{PAGE}
with a copy to
Drinker Biddle & Reath LLP
1500 K Street, N.W.
Suite 1100
Washington, D.C. 20005
Attention:
dt 35798
;
LIN Television Corporation;
| Mission Broadcasting, Inc.;
TVL Broadcasting of Abilene, Inc.;
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| 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
;
More... |
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| 2003 |
Remarketing Agreement
Remarketing Agreement (56K)
Doc #144443: Click preview link for longer preview.
REMARKETING AGREEMENT
February __, 2003
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Division
Ladies and Gentlemen:
This Agreement is dated as of February __, 2003 (the "Agreement") by
and among Teekay Shipping Corporation, a corporation duly incorporated and
existing under the laws of the Republic of The Marshall Islands (the "Company"),
Morgan Stanley & Co. Incorporated, as the remarketing agent (the "Remarketing
Agent"), and The Bank of New York, 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 February __,
2003, between the Company and The Bank of New York, 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:
"Commission" means the United States Securities and Exchange Commission.
"Coupon Rate" has the meaning set forth in Section 205(a) of the
Supplemental Indenture No. 1.
"Notes" means the [____]% Notes due May 18, 2006 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
144443
|
BNY
As referenced in this Remarketing Agreement:
Bank of New York
– February __, 2003
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Division
Ladies and
Bank of New York, – the "Company"),
Morgan Stanley & Co. Incorporated, as the remarketing agent (the "Remarketing
Agent"), and The Bank of New York, a New York banking corporation, not
individually but solely as Purchase Contract Agent (the "
Bank of New York, – the Purchase Contract Agreement, dated as of February __,
2003, between the Company and The Bank of New York, as Purchase Contract Agent,
as amended from time to time (the "Purchase Contract Agreement").
(
Bank of New York, – Contract Agent, shall be delivered or sent by mail,
telex or facsimile transmission to The Bank of New York, 101 Barclay Street, New
York, New York 10286, Attention: Corporate Trust Division (Fax: (212)
BANK OF NEW YORK, – Title:
--------------------------------
CONFIRMED AND ACCEPTED:
MORGAN STANLEY & CO. INCORPORATED,
as Remarketing Agent
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
THE BANK OF NEW YORK,
not individually, but solely as
Purchase Contract Agent and as
attorney-in-fact for
dt 41734
;
Morgan Stanley
As referenced in this Remarketing Agreement:
Morgan Stanley & Co – DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}6
{FILENAME}o08866exv4w4.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.4
REMARKETING AGREEMENT
February __, 2003
Morgan Stanley & Co . Incorporated
1585 Broadway
New York, New York 10036
The Bank of New York
101 Barclay Street
New York, New York 10286
Attention:
_____________
Morgan Stanley & Co – and among Teekay Shipping Corporation, a corporation duly incorporated and
existing under the laws of the Republic of The Marshall Islands (the "Company"),
Morgan Stanley & Co . Incorporated, as the remarketing agent (the "Remarketing
Agent"), and The Bank of New York, a New York banking corporation, not
individually but
_____________
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
2
{PAGE}
of (i) remarketing the Remarketed Notes on behalf of the
_____________
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 183399
;
|
Perkins Coie
As referenced in this Remarketing Agreement:
Perkins Coie – Graham, Thompson & Co., (3)
Seward & Kissel LLP, (4) Thommessen Krefting Greve Lund AS Advokatfirma, (5)
Perkins Coie LLP and (6) Appleby Spurling & Kempe, shall have furnished to the
Remarketing Agent its
dt 33036
;
Teekay Shipping Corp.
|
Preview
Full Doc
| 2003 |
Local Marketing Agreement
Local Marketing Agreement (43K)
Doc #144478: Click preview link for longer preview.
LOCAL MARKETING AGREEMENT
This Local Marketing Agreement (the Agreement), dated as of April 5, 2002, is made and entered into by and between El Dorado Communications, Inc., a California corporation (the Owner), the owner and operator of KQQK(FM), Beaumont, Texas (the Station), which is licensed to its wholly owned subsidiary, KXTJ License, Inc., and Liberman Broadcasting of Houston, Inc., a California corporation (the Broker).
WHEREAS, Owner is engaged in the business of radio broadcasting on the Station and will have available airtime;
WHEREAS, Owner has agreed to retain Broker to provide programming for the Station pursuant to the terms and conditions set forth in this Agreement and in conformity with the Stations policies and practices and the Communications Act of 1934, as amended together with the rules and regulations (the FCC Rules) of the Federal Communications Commission (the FCC); and
WHEREAS, Broker has agreed to supply such programming and sell advertising that is in conformance with the Stations policies and all FCC Rules, including the requirement that the ultimate control of the Station be maintained by Owner;
NOW THEREFORE, for and in consideration of the mutual covenants herein contained, the parties hereto have agreed and do agree as follows:
1. Purchase of Airtime and Provision of Programming. From the Effective Date until the date on which this Agreement is terminated, subject to the terms and conditions of this Agreement, Owner agrees to broadcast programming supplied by Broker 24 hours-per-day, 7 days per week provided that Owner may broadcast up to one (1) hour of programming per week which is aimed at serving the needs and interests of the Stations community of license on Sundays before 6:00 a.m. and in accordance with Section 11 of this Agreement. The Effective Date shall be 12:01 a.m. on May 20, 2002 or such other date as may be mutually agreed upon in writing by the parties; provided, however, that Brokers obligations hereunder shall not commence unless Owner shall be in compliance with its obligations under the FM Asset Purchase Agreement with respect to this Agreement. Broker shall air the type of programming set forth on Exhibit A hereto (the Format); provided, however, that Broker shall have the right to change the Format should it so desire.
2. Payments. From and after the Effective Date, Broker shall pay Owner the payments as set forth on Exhibit B hereto. All payments shall be made in advance in equal monthly installments due no later than the first (1st) day of each calendar month during the term of this Agreement; provided, however, that on or before the Effective Date, Broker shall have paid to Owner a prorated monthly payment for the month in which the Effective Date occurs as calculated based upon the number of days in such month falling on and after the Effective Date as a percentage of the total days in such month and multiplied by the monthly payment set forth on Exhibit B hereto. The parties shall similarly prorate the amount due for the last month of this Agreement in the event that this Agreement is terminated other than on the last day of a calendar month with Owner either refunding to Broker the amount of such proration within five (5) business days or, if this Agreement terminates upon consummation of the transactions contemplated by the FM Asset Purchase Agreement, Owner shall, at its election, either credit such amount against the amounts due from Broker to Owner on the KQQK Closing Date (as defined in the FM Asset Purchase Agreement) or refund such amount to Broker on the KQQK Closing Date. All monthly payments shall be by check.
144478
|
Skadden
As referenced in this Local Marketing Agreement:
Skadden, – 968-4518
with copies (which shall not, by itself, constitute notice) to:
Lawrence Roberts, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.
dt 34204
;
El Dorado Communications, Inc.;
| Liberman Broadcasting of Houston, Inc.;
LBI Media Inc.
|
Preview
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| 2002 |
Remarketing Agreement [Form]
Remarketing Agreement [Form] (61K)
Doc #144520: Click preview link for longer preview.
REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of _________, 200__ (the "Agreement")
by and among FPL Group, Inc., a Florida corporation ("FPL Group" or the
"Company"), FPL Group Capital Inc, a Florida corporation and a wholly-owned
subsidiary of FPL Group ("FPL Group Capital"), and The Bank of New York, not
individually but solely as purchase contract agent, trustee and attorney-in-fact
of the holders of Purchase Contracts ("Purchase Contract Agent"), and _________
("_________"), as remarketing agent (the "Remarketing Agent") and reset agent
(the "Reset Agent").
WITNESSETH:
WHEREAS, FPL Group will issue $_________ aggregate stated amount of its
Equity Units (initially consisting of Corporate Units (as defined below) under
the Purchase Contract Agreement, dated as of _________, 200__ (the "Purchase
Contract Agreement"), by and between the Purchase Contract Agent and FPL Group;
and
WHEREAS, the Corporate Units will initially consist of _________ units
referred to as "Corporate Units"; and
WHEREAS, FPL Group Capital will issue concurrently as a component of
the Corporate Units $_________ aggregate principal amount of its Series __
Debentures due _________, 200__ ("Debentures") issued pursuant to an Indenture,
dated as of June 1, 1999 (the "Indenture"), between The Bank of New York, as
Indenture Trustee, and FPL Group Capital, and FPL Group will absolutely,
irrevocably and unconditionally guarantee the payment of principal, interest and
premium, if any, on the Debentures pursuant to the Guarantee Agreement, dated as
of June 1, 1999, between FPL Group and The Bank of New York, as guarantee
trustee; and
WHEREAS, the Debentures that are a component of the Corporate Units
will be pledged pursuant to the Pledge Agreement (the "Pledge Agreement"), dated
as of _________, 200__, by and among FPL Group, _________, as collateral agent,
securities intermediary and custodial agent (the "Collateral Agent"), and the
Purchase Contract Agent, to secure a Corporate Unit holder's obligations to
purchase common stock, $.01 par value per share ("Common Stock"), of FPL Group
under the related Purchase Contract on the Purchase Contract Settlement Date;
and
WHEREAS, unless a Tax Event Redemption has occurred, the Debentures of
Corporate Unit holders who have not settled their Purchase Contracts early will
be remarketed (the "[Initial Remarketing]") on the third Business Day
immediately preceding the [Initial Reset Date] (as defined below) (the "[Initial
Remarketing Date]"); the [Initial Reset Date] shall mean any Business Day, as
selected by FPL Group Capital in its sole discretion, from _________, 200__ to
___________, 200__; and
WHEREAS, unless a Tax Event Redemption has occurred, if the [Initial
Remarketing] results in a Failed Remarketing, the Debentures of Corporate Unit
holders who have not given notice on or prior to the fifth Business Day prior to
the Purchase Contract Settlement Date that they intend to settle the Purchase
Contracts related to their Corporate Units with separate cash and who have not
{PAGE}
settled their Purchase Contracts early will be remarketed (the "[Secondary
Remarketing]") on the third Business Day immediately preceding ___________,
200__ (the "[Secondary Remarketing Date]"; each of the [Initial Remarketing] and
the [Secondary Remarketing] is referred to herein as a "Remarketing," and each
of the [Initial Remarketing Date] and the [Secondary Remarketing Date] is
referred to herein as a "Remarketing Date"); and
WHEREAS, holders of the Debentures that are not components of Corporate
Units may elect to have their Debentures remarketed on the [Initial Remarketing
Date] or the [Secondary Remarketing Date], by providing notice of such election
within five Business Days prior to the applicable Remarketing Date, and
delivering their Debentures to the Custodial Agent; and
WHEREAS, the interest rate on the Debentures will be reset to the Reset
Rate on the third Business Day immediately preceding the applicable Remarketing
Date to be determined by the Reset Agent (as defined herein) as the rate that
such Debentures should bear in order to have an approximate market value of
_____%, as of the [Initial Reset Date] or _________, 200__, as the case may be,
(i) of the applicable Treasury Portfolio Purchase Price, plus any accrued and
unpaid interest on the Debentures (in the case of the First Remarketing) on the
third Business Day immediately preceding the [Initial Reset Date] or (ii) of the
Aggregate Principal Amount of the Debentures, plus any accrued and unpaid
interest thereon (in the case of the [Secondary Remarketing]) on the third
Business Day immediately preceding ___________, 200__, such Reset Rate to be
effective on the applicable Reset Date, provided that (i) in the determination
of such Reset Rate, FPL Group and FPL Group Capital shall, if applicable, limit
the Reset Rate to the maximum permitted by law and (ii) in the event that the
[Secondary Remarketing] results in a Failed Remarketing the interest rate on the
Debentures will not be reset; and
WHEREAS, FPL Group and FPL Group Capital have requested _________ to
act as the Reset Agent and the Remarketing Agent and in such capacities to
perform the services described herein; and
WHEREAS, _________ is willing to act as Reset Agent and as Remarketing
Agent and _________ as such in each such capacity is willing 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 the Reset Agent and the
Remarketing Agent. FPL Group and FPL Group Capital hereby appoint
(a) _________, and _________ hereby accepts such appointment, as the
Reset Agent to determine, in consultation with FPL Group Capital
and in the manner provided for in the Officer's Certificate
144520
|
FPL Group
As referenced in this Remarketing Agreement [Form]:
FPL Group Capital Inc, – AGREEMENT
{TEXT}
EXHIBIT 4(af)
REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of _________, 200__ (the "Agreement")
by and among FPL Group, Inc., a Florida corporation ("FPL Group" or the
"Company"), FPL Group Capital Inc, a Florida corporation and a wholly-owned
subsidiary of FPL Group ("FPL Group Capital"), and The Bank of New York, not
individually but solely as purchase contract agent, trustee
_____________
FPL GROUP CAPITAL INC
– be executed in its name and on its behalf by one
of its duly authorized officers as of the date first above written.
FPL GROUP, INC.
By:__________________________________
Name:
Title:
FPL GROUP CAPITAL INC
By:__________________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
_________________________,
as Remarketing Agent and Reset Agent
By:____________________________________
Name:
Title:
THE BANK OF NEW YORK not individually
but solely as Purchase
_____________
FPL GROUP CAPITAL INC
– letter and your acceptance shall represent a binding agreement among FPL
Group, FPL Group Capital, the Remarketing Agent and the Purchase Contract Agent.
FPL GROUP, INC.
By:__________________________________
Name:
Title:
FPL GROUP CAPITAL INC
By:__________________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
_________________________,
as Remarketing Agent
By:____________________________________
Name:
Title:
THE BANK OF NEW YORK not individually
but solely as Purchase Contract Agent,
trustee
_____________
dt 1316211
;
FPL Group
As referenced in this Remarketing Agreement [Form]:
FPL Group, – AF) - FORM OF REMARKETING AGREEMENT
{TEXT}
EXHIBIT 4(af)
REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of _________, 200__ (the "Agreement")
by and among FPL Group, Inc., a Florida corporation ("FPL Group" or the
"Company"), FPL Group Capital Inc, a Florida corporation and a wholly-owned
subsidiary of
_____________
"FPL Group" – EXHIBIT 4(af)
REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of _________, 200__ (the "Agreement")
by and among FPL Group, Inc., a Florida corporation ("FPL Group" or the
"Company"), FPL Group Capital Inc, a Florida corporation and a wholly-owned
subsidiary of FPL Group ("FPL Group Capital"), and
_____________
FPL Group – REMARKETING AGREEMENT, dated as of _________, 200__ (the "Agreement")
by and among FPL Group, Inc., a Florida corporation ("FPL Group" or the
"Company"), FPL Group Capital Inc, a Florida corporation and a wholly-owned
subsidiary of FPL Group ("FPL Group Capital"), and The Bank of New York, not
_____________
FPL Group – Group, Inc., a Florida corporation ("FPL Group" or the
"Company"), FPL Group Capital Inc, a Florida corporation and a wholly-owned
subsidiary of FPL Group ("FPL Group Capital"), and The Bank of New York, not
individually but solely as purchase contract agent, trustee and attorney-in-fact
_____________
"FPL Group – a Florida corporation ("FPL Group" or the
"Company"), FPL Group Capital Inc, a Florida corporation and a wholly-owned
subsidiary of FPL Group ("FPL Group Capital"), and The Bank of New York, not
individually but solely as purchase contract agent, trustee and attorney-in-fact
of the holders
_____________
dt 147441
;
|
McGraw-Hill Companies
As referenced in this Remarketing Agreement [Form]:
McGraw-Hill Companies, Inc – same
class as the Debentures by either [Moody's Investor Service, Inc.
("Moody's")] or [Standard & Poor's Ratings Group, a division of
McGraw-Hill Companies, Inc . ("S&P")], or (ii) either [Moody's] or [S&P]
shall have publicly announced that either has under surveillance or
review, with
_____________
dt 310762
;
BNY
As referenced in this Remarketing Agreement [Form]:
Bank of New York, – Florida corporation and a wholly-owned
subsidiary of FPL Group ("FPL Group Capital"), and The Bank of New York, not
individually but solely as purchase contract agent, trustee and attorney-in-fact
of
Bank of New York, – issued pursuant to an Indenture,
dated as of June 1, 1999 (the "Indenture"), between The Bank of New York, as
Indenture Trustee, and FPL Group Capital, and FPL Group will absolutely,
irrevocably and
Bank of New York, – to the Guarantee Agreement, dated as
of June 1, 1999, between FPL Group and The Bank of New York, as guarantee
trustee; and
WHEREAS, the Debentures that are a component of the Corporate
Bank of New York, – the Reset Agent, _________,
_______________, Attention: __________; and if to the Purchase Contract Agent,
The Bank of New York, 101 Barclay Street, New York, New York 10286, Attention:
Corporate Trust Administration, or to
BANK OF NEW YORK – CONFIRMED AND ACCEPTED:
_________________________,
as Remarketing Agent and Reset Agent
By:____________________________________
Name:
Title:
THE BANK OF NEW YORK not individually
but solely as Purchase Contract Agent,
trustee and as attorney-in-fact for
dt 41737
|
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Remarketing Agreement
Remarketing Agreement (63K)
Doc #144521: Click preview link for longer preview.
REMARKETING AGREEMENT
December 17, 2002
Banc of America Securities LLC
9 West 57/th/ Street
New York, New York 10019
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010
UBS Warburg LLC
299 Park Avenue
New York, NY 10171
Bank One Trust Company, N.A.
1 Bank One Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Ladies and Gentlemen:
This Agreement is dated as of December 17, 2002 (the "Agreement") among
Baxter International Inc, a Delaware corporation (the "Company"), Banc of
America Securities LLC ("Banc of America"), Credit Suisse First Boston
Corporation ("CSFB"), UBS Warburg LLC ("UBS") and Bank One Trust Company, N.A.,
a national banking association, 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
17, 2002, between the Company and Bank One Trust Company, N.A., 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
144521
|
Baxter Int'l
As referenced in this Remarketing Agreement:
Baxter International Inc – Plaza
Suite IL1-0823
Chicago, IL 60670-0823
Ladies and Gentlemen:
This Agreement is dated as of December 17, 2002 (the "Agreement") among
Baxter International Inc , a Delaware corporation (the "Company"), Banc of
America Securities LLC ("Banc of America"), Credit Suisse First Boston
Corporation ("CSFB"), UBS Warburg LLC ("
_____________
Baxter International Inc – 212-821-3285
Attention: Legal Department
(b) if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission to Baxter International Inc ., One Baxter Parkway,
Deerfield, Illinois 60015, Telecopier No.: 847-948-3827; Attention: General
Counsel; and
(c) if to the Purchase Contract Agent,
_____________
BAXTER INTERNATIONAL INC – Agent, please
indicate your acceptance in the space provided for that purpose below.
[SIGNATURES ON THE FOLLOWING PAGE]
18
{PAGE}
Very truly yours,
BAXTER INTERNATIONAL INC .
By: ______________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
BANC OF AMERICA SECURITIES LLC
By: ____________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON CORPORATION
By:
_____________
dt 401630
;
UBS Warburg
As referenced in this Remarketing Agreement:
UBS Warburg LLC – LLC
9 West 57/th/ Street
New York, New York 10019
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010
UBS Warburg LLC
299 Park Avenue
New York, NY 10171
Bank One Trust Company, N.A.
1 Bank One Plaza
Suite IL1-0823
Chicago, IL
_____________
UBS Warburg LLC – among
Baxter International Inc, a Delaware corporation (the "Company"), Banc of
America Securities LLC ("Banc of America"), Credit Suisse First Boston
Corporation ("CSFB"), UBS Warburg LLC ("UBS") and Bank One Trust Company, N.A.,
a national banking association, not individually but solely as Purchase Contract
Agent (the "Purchase
_____________
UBS Warburg LLC – Attention: Eric Hambleton
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010
Telecopier No.: 212-325-4296
Attention: Legal Department
UBS Warburg LLC
299 Park Avenue
New York, NY 10171
Telecopier No.: 212-821-3285
Attention: Legal Department
(b) if to the Company, shall be
_____________
UBS WARBURG LLC – Name:
Title:
CONFIRMED AND ACCEPTED:
BANC OF AMERICA SECURITIES LLC
By: ____________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON CORPORATION
By: ____________________________
Name:
Title:
UBS WARBURG LLC
By: ____________________________
Name:
Title:
{PAGE}
Bank One Trust Company, N.A.,
not individually but solely as Purchase Contract Agent
and as attorney-
_____________
dt 106380
;
BofA Securities
As referenced in this Remarketing Agreement:
Banc of America Securities – EX-4.4
{SEQUENCE}5
{FILENAME}dex44.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.4
EXECUTION COPY
REMARKETING AGREEMENT
December 17, 2002
Banc of America Securities LLC
9 West 57/th/ Street
New York, New York 10019
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010
_____________
Banc of
America Securities – Ladies and Gentlemen:
This Agreement is dated as of December 17, 2002 (the "Agreement") among
Baxter International Inc, a Delaware corporation (the "Company"), Banc of
America Securities LLC ("Banc of America"), Credit Suisse First Boston
Corporation ("CSFB"), UBS Warburg LLC ("UBS") and Bank One Trust Company, N.A.,
a national
_____________
Banc of America Securities – be in writing, and:
(a) if to the Remarketing Agent Candidates, shall be delivered or sent by
mail, telex or facsimile transmission to:
Banc of America Securities LLC
9 West 57/th/ Street
New York, NY 10019
Telecopier No.: 212-847-5124
Attention: Eric Hambleton
Credit Suisse First Boston Corporation
_____________
BANC OF AMERICA SECURITIES – that purpose below.
[SIGNATURES ON THE FOLLOWING PAGE]
18
{PAGE}
Very truly yours,
BAXTER INTERNATIONAL INC.
By: ______________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
BANC OF AMERICA SECURITIES LLC
By: ____________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON CORPORATION
By: ____________________________
Name:
Title:
UBS WARBURG LLC
By: ____________________________
Name:
Title:
{PAGE}
Bank
_____________
dt 93625
;
|
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 35287
;
Bank One Trust Company, N.A.
|
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| 2002 |
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
;
More... |
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| 2002 |
Remarketing Agreement
Remarketing Agreement (32K)
Doc #144551: Click preview link for longer preview.
================================================================================
REMARKETING AGREEMENT
between
EL PASO ELECTRIC COMPANY
and
SALOMON SMITH BARNEY INC.
$37,100,000
MARICOPA COUNTY, ARIZONA
POLLUTION CONTROL CORPORATION
Pollution Control Refunding Revenue Bonds,
2002 Series A
(El Paso Electric Company, Palo Verde Project)
Dated as of August 1, 2002
================================================================================
{PAGE}
REMARKETING AGREEMENT
THIS REMARKETING AGREEMENT is dated as of August 1, 2002 (the
"Agreement"), between EL PASO ELECTRIC COMPANY, a Texas corporation (the
"Company") and SALOMON SMITH BARNEY INC. (the "Agent").
W I T N E S S E T H :
WHEREAS, the Agent, the Company and the Maricopa County, Arizona
Pollution Control Corporation (the "Issuer"), have agreed for the Agent to act
as exclusive remarketing agent on behalf of the Company in connection with the
offering and sale from time to time in the secondary market of $37,100,000
principal amount of the Maricopa County, Arizona Pollution Control Corporation
Pollution Control Refunding Revenue Bonds, 2002 Series A (El Paso Electric
Company, Palo Verde Project) due May 1, 2037 (the "Bonds") and to determine the
interest rate necessary to remarket the Bonds in accordance with and pursuant to
the Indenture of Trust between the Issuer and JPMorgan Chase Bank, as Trustee
(the "Trustee"), dated as of August 1, 2002 (the "Indenture"). (All capitalized
terms used herein and not defined herein shall have the meanings specified in
the Indenture);
WHEREAS, concurrently with the execution and delivery of this
Agreement, the Company is entering into a Tender Agreement, dated as of the date
hereof (the "Tender Agreement"), with Salomon Smith Barney Inc., as tender
agent;
NOW, THEREFORE, in consideration of the premises the parties hereto do
hereby covenant and agree as follows:
Section 1. Appointment of Agent; Responsibilities of Agent.
(a) Subject to the terms and conditions herein contained, the Company,
effective as of the date hereof, hereby appoints the Agent, and the Agent hereby
accepts such appointment, as exclusive remarketing agent in connection with the
offering and sale of the Bonds from time to time in the secondary market.
(b) The Agent hereby represents that it is a member of the National
Association of Securities Dealers, Inc., and has a combined capital stock,
surplus and undivided profits of at least $15,000,000 and is authorized by law
to perform the duties imposed upon it by the Indenture.
(c) The Agent accepts and assumes all the obligations, duties and
rights of the remarketing agent under the Indenture.
(d) The Agent's responsibilities hereunder will include (i) the
soliciting of purchases of Bonds from investors able to purchase municipal
obligations, (ii) effecting and processing such purchases, (iii) billing and
receiving payment for Bonds purchased, (iv) causing the proceeds from the
secondary sale of the Bonds to be transferred to the Tender Agent or the
Trustee, as the case may be, (v) keeping such books and records as shall be
consistent with prudent industry practice and making such books and records
available for inspection by the
144551
|
El Paso Electric
As referenced in this Remarketing Agreement:
EL PASO ELECTRIC CO – DOCUMENT}
{TYPE}EX-4.28
{SEQUENCE}9
{FILENAME}dex428.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.28
EXECUTION COPY
================================================================================
REMARKETING AGREEMENT
between
EL PASO ELECTRIC CO MPANY
and
SALOMON SMITH BARNEY INC.
$37,100,000
MARICOPA COUNTY, ARIZONA
POLLUTION CONTROL CORPORATION
Pollution Control Refunding Revenue Bonds,
2002 Series A
(
_____________
(El Paso Electric Co – COMPANY
and
SALOMON SMITH BARNEY INC.
$37,100,000
MARICOPA COUNTY, ARIZONA
POLLUTION CONTROL CORPORATION
Pollution Control Refunding Revenue Bonds,
2002 Series A
(El Paso Electric Co mpany, Palo Verde Project)
Dated as of August 1, 2002
================================================================================
{PAGE}
REMARKETING AGREEMENT
THIS REMARKETING AGREEMENT is dated as of August 1, 2002 (
_____________
EL PASO ELECTRIC CO – Project)
Dated as of August 1, 2002
================================================================================
{PAGE}
REMARKETING AGREEMENT
THIS REMARKETING AGREEMENT is dated as of August 1, 2002 (the
"Agreement"), between EL PASO ELECTRIC CO MPANY, a Texas corporation (the
"Company") and SALOMON SMITH BARNEY INC. (the "Agent").
W I T N E S S E T H :
_____________
(El Paso Electric
Co – market of $37,100,000
principal amount of the Maricopa County, Arizona Pollution Control Corporation
Pollution Control Refunding Revenue Bonds, 2002 Series A (El Paso Electric
Co mpany, Palo Verde Project) due May 1, 2037 (the "Bonds") and to determine the
interest rate necessary to remarket the Bonds in accordance
_____________
El Paso Electric Co – to:
The Agent:
Salomon Smith Barney Inc.
390 Greenwich Street, 2nd Floor
New York, New York 10013
Attention: Municipal Syndicate Operations
The Company:
El Paso Electric Co mpany
100 North Stanton
El Paso, Texas 79901
Attention: Secretary
The Tender Agent:
Salomon Smith Barney Inc.
390 Greenwich Street, 2nd Floor
New
_____________
dt 126024
;
Pillsbury
As referenced in this Remarketing Agreement:
Pillsbury Winthrop – opinions, at the request of the Agent, shall be satisfactory in form and
substance to Pillsbury Winthrop LLP., bond counsel to the Issuer, or Pillsbury
Winthrop LLP, counsel to the Agent;
Pillsbury
Winthrop – satisfactory in form and
substance to Pillsbury Winthrop LLP., bond counsel to the Issuer, or Pillsbury
Winthrop LLP, counsel to the Agent; and
(b) There shall have been no material adverse
dt 33118
;
JPMorgan Chase
As referenced in this Remarketing Agreement:
JPMorgan Chase – Bonds in accordance with and pursuant to
the Indenture of Trust between the Issuer and JPMorgan Chase Bank, as Trustee
(the "Trustee"), dated as of August 1, 2002 (the "Indenture"). (All capitalized
JPMorgan Chase – Applewhite
One North Central Avenue, Suite 1200
Phoenix, Arizona 85004-4417
Attention: President
The Trustee:
JPMorgan Chase Bank
600 Travis, Suite 1150
Houston, Texas 77002
Attention: Institutional Trust Services
{PAGE}
The Agent,
dt 45788
;
|
Salomon
As referenced in this Remarketing Agreement:
SALOMON SMITH BARNEY – SEQUENCE}9
{FILENAME}dex428.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.28
EXECUTION COPY
================================================================================
REMARKETING AGREEMENT
between
EL PASO ELECTRIC COMPANY
and
SALOMON SMITH BARNEY INC.
$37,100,000
MARICOPA COUNTY, ARIZONA
POLLUTION CONTROL CORPORATION
Pollution Control Refunding Revenue Bonds,
2002 Series A
(El Paso Electric Company, Palo
_____________
SALOMON SMITH BARNEY – THIS REMARKETING AGREEMENT is dated as of August 1, 2002 (the
"Agreement"), between EL PASO ELECTRIC COMPANY, a Texas corporation (the
"Company") and SALOMON SMITH BARNEY INC. (the "Agent").
W I T N E S S E T H :
WHEREAS, the Agent, the Company and the Maricopa County, Arizona
_____________
Salomon Smith Barney – and delivery of this
Agreement, the Company is entering into a Tender Agreement, dated as of the date
hereof (the "Tender Agreement"), with Salomon Smith Barney Inc., as tender
agent;
NOW, THEREFORE, in consideration of the premises the parties hereto do
hereby covenant and agree as follows:
Section 1.
_____________
Salomon Smith Barney – and the Agent agree to in writing from time
to time.
Section 7. Indemnification. (a) The Company agrees to indemnify and hold
harmless Salomon Smith Barney Inc., as the Agent hereunder and as the Tender
Agent under the Tender Agreement ("Smith Barney") and each of its officers,
directors and
_____________
Salomon Smith Barney – this Agreement, all notices, demands and formal actions under this Agreement
shall be in writing and mailed, telegraphed or delivered to:
The Agent:
Salomon Smith Barney Inc.
390 Greenwich Street, 2nd Floor
New York, New York 10013
Attention: Municipal Syndicate Operations
The Company:
El Paso Electric Company
100 North
_____________
dt 87373
;
Smith Barney
As referenced in this Remarketing Agreement:
SMITH BARNEY INC – 9
{FILENAME}dex428.txt
{DESCRIPTION}REMARKETING AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.28
EXECUTION COPY
================================================================================
REMARKETING AGREEMENT
between
EL PASO ELECTRIC COMPANY
and
SALOMON SMITH BARNEY INC .
$37,100,000
MARICOPA COUNTY, ARIZONA
POLLUTION CONTROL CORPORATION
Pollution Control Refunding Revenue Bonds,
2002 Series A
(El Paso Electric Company, Palo
_____________
SMITH BARNEY INC – REMARKETING AGREEMENT is dated as of August 1, 2002 (the
"Agreement"), between EL PASO ELECTRIC COMPANY, a Texas corporation (the
"Company") and SALOMON SMITH BARNEY INC . (the "Agent").
W I T N E S S E T H :
WHEREAS, the Agent, the Company and the Maricopa County, Arizona
_____________
Smith Barney Inc – delivery of this
Agreement, the Company is entering into a Tender Agreement, dated as of the date
hereof (the "Tender Agreement"), with Salomon Smith Barney Inc ., as tender
agent;
NOW, THEREFORE, in consideration of the premises the parties hereto do
hereby covenant and agree as follows:
Section 1.
_____________
Smith Barney Inc – the Agent agree to in writing from time
to time.
Section 7. Indemnification. (a) The Company agrees to indemnify and hold
harmless Salomon Smith Barney Inc ., as the Agent hereunder and as the Tender
Agent under the Tender Agreement ("Smith Barney") and each of its officers,
directors and
_____________
Smith Barney Inc – Agreement, all notices, demands and formal actions under this Agreement
shall be in writing and mailed, telegraphed or delivered to:
The Agent:
Salomon Smith Barney Inc .
390 Greenwich Street, 2nd Floor
New York, New York 10013
Attention: Municipal Syndicate Operations
The Company:
El Paso Electric Company
100 North
_____________
dt 142703
|
Preview
Full Doc
| 2002 |
Joint Development and Marketing Agreement
Joint Development and Marketing Agreement (65K)
Doc #144757: Click preview link for longer preview.
JOINT DEVELOPMENT AND MARKETING AGREEMENT
This Joint Development and Marketing Agreement (the "AGREEMENT") is entered
into as of March 15, 2002 (the "EFFECTIVE DATE"), by and between Lumenon
Innovative Lightwave Technology, Inc., a corporation organized under the laws of
Delaware ("LUMENON") and the Poly-Scientific Division of Litton Systems, Inc., a
corporation organized under the laws of Delaware ("POLY-SCIENTIFIC") (Lumenon
and Poly-Scientific are sometimes referred to herein individually as a "PARTY"
and collectively as the "PARTIES").
WHEREAS, Lumenon and Poly-Scientific are each involved in the design,
development, marketing and sale of certain components of a Configurable Optical
Add Drop Multiplexer (as defined below) or "COADM";
WHEREAS, Lumenon and Poly-Scientific have entered into that certain
Memorandum of Understanding dated February 8, 2001 (the "MOU") pursuant to which
Poly-Scientific and Lumenon jointly developed a high-level architecture for a
COADM, and Poly-Scientific and Lumenon wish this Agreement to supersede the MOU
in its entirety; and
WHEREAS, Poly-Scientific and Lumenon desire to cooperate in order to
jointly develop a COADM based on certain components and modules developed by
each Party, and Poly-Scientific desires to manufacture or have manufactured,
market and sell such COADM within the Field of Use (as defined below) pursuant
to the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual promises set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:
1
{PAGE}
1. DEFINITIONS.
When used in this Agreement, each of the following capitalized terms shall
have the meanings set forth hereunder:
1.1. "AFFILIATE" means a corporation, company, or other entity (i) more
than fifty percent (50%) of whose outstanding shares or securities (representing
the right to vote for the election of directors or other managing authority)
are, now or hereafter, owned or controlled, directly or indirectly by a Party
hereto, but only for so long as such ownership or control exists; or (ii) which
owns or controls more than fifty percent (50%) of the outstanding shares or
securities (representing the right to vote for the election of directors or
other managing authority) of a Party hereto, or (iii) more than fifty percent
(50%) of whose outstanding shares or securities (representing the right to vote
for the election of directors or other managing authority) are, now or
hereafter, owned or controlled, directly or indirectly by an entity referred to
in (ii) above.
1.2. "COMMERCIALIZATION PLAN" shall have the meaning set forth in Section
4.3.
1.3. "CONFIGURABLE OPTICAL ADD DROP MULTIPLEXER" or "COADM" means a
board-level configurable optical add drop multiplexer that (i) contains a
MEMS-based optical switch and an arrayed waveguide, (ii) contains between four
(4) and thirty-two (32) channels, and (iii) is used in connection with optical
telecommunications networks.
1.4. "CONTROL" or "CONTROLLED" means, with respect to any (a) item of
information, including, without limitation, Know-How, or (b) intellectual
property right, the possession (whether by ownership or license, other than
pursuant to this Agreement) by a Party of the ability to grant to the other
Party access and/or a license as provided herein under such item or right
without violating the terms of any agreement or other arrangements with any
third party existing before or after the Effective Date.
1.5. "DEVELOPMENT PERIOD" means the period during which the Parties are
undertaking the Development Project.
1.6. "DEVELOPMENT PLAN" means a document describing the tasks to be
performed by both Parties in order to develop the Product, together with a
description of any associated responsibilities, financial commitments, personnel
commitments, space commitments, milestones, time schedules and other information
relevant to the performance of such tasks. The Development Plan shall be
attached hereto as EXHIBIT A, and amended from time to time, upon the mutual
agreement of the Parties.
1.7. "DEVELOPMENT PROJECT" means the deliverables and other work undertaken
by the Parties during the Development Period in anticipation of or pursuant to
the Development Plan.
144757
|
Lumenon
As referenced in this Joint Development and Marketing Agreement:
Lumenon
Innovative Lightwave Technology, Inc. – OMISSIONS.
--------------------------------------------------------------------------------
EXECUTION VERSION
-----------------
JOINT DEVELOPMENT AND MARKETING AGREEMENT
This Joint Development and Marketing Agreement (the "AGREEMENT") is entered
into as of March 15, 2002 (the "EFFECTIVE DATE"), by and between Lumenon
Innovative Lightwave Technology, Inc. , a corporation organized under the laws of
Delaware ("LUMENON") and the Poly-Scientific Division of Litton Systems, Inc., a
corporation organized under the laws of Delaware ("POLY-SCIENTIFIC") (Lumenon
_____________
Lumenon Innovative Lightwave Technology, Inc. – been given upon receipt or, if given by
fax, on the next business day following transmission.
{TABLE}
{CAPTION}
If to Poly-Scientific: If to Lumenon:
--------------------- -------------
{S} {C}
Poly-Scientific Division Lumenon Innovative Lightwave Technology, Inc.
Litton Systems, Inc. 8851 Trans-Canada Highway
1213 North Main Street Ville Saint Laurent, Quebec
Blacksburg, VA 24060-3100 Canada H4S 126
Attention: Dr. Norris E. Lewis Attention: ______________________
_____________
dt 1453387
;
Hale and Dorr
As referenced in this Joint Development and Marketing Agreement:
Hale and Dorr – 4783 Facsimile: ______________________
With a copy to: With a copy to:
-------------- --------------
Michael H. Wallach, Esq. Hale and Dorr LLP
Northrop Grumman Component Technologies 60 State Street
120 Wood Avenue South, Suite 408
dt 37116
;
| Poly-Scientific Division of Litton Systems, Inc.
|
Preview
Full Doc
| 2002 |
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
|
Preview
Full Doc
| 2002 |
Remarketing Agreement
Remarketing Agreement (80K)
Doc #144785: Click preview link for longer preview.
REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of September 10, 2002 (the "Agreement"),
by and among Public Service Enterprise Group Incorporated, a New Jersey
corporation (the "Company"), PSEG Funding Trust I, a Delaware statutory trust
(the "Trust"), Wachovia Bank, National Association (formerly known as First
Union National Bank), a banking association organized under the laws of the
United States, 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 (as defined herein)),
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Remarketing
Agent").
WITNESSETH:
WHEREAS, the Company will issue $460,000,000 aggregate Stated Amount of
its Participating Units (the "Participating Units") under the Purchase Contract
Agreement, dated as of September 10, 2002, by and between the Purchase Contract
Agent and the Company (the "Purchase Contract Agreement"); and
WHEREAS, the Trust will issue concurrently, as part of the Participating
Units, preferred securities (the "Preferred Securities") representing undivided
beneficial interests in the assets of the Trust in an aggregate liquidation
amount equal to the aggregate Stated Amount of the Participating Units under the
Amended and Restated Trust Agreement, dated as of September 10, 2002, by and
among the Company, the Administrative Trustees, the Delaware Trustee and the
Property Trustee (the "Declaration"); and
WHEREAS, the Participating Units will initially consist of 9,200,000 units
referred to as "Corporate Units," each of which will consist of a Preferred
Security and a Purchase Contract;
WHEREAS, the sole assets of the Trust, $474,226,850 aggregate principal
amount of Senior Deferrable Notes due 2007 (the "Notes") of the Company, will be
purchased by the Trust from the Company with the proceeds of the sale of the
Preferred Securities and the proceeds of the sale to the Company of the common
securities representing undivided beneficial interests in the assets of the
Trust; and
WHEREAS, the Preferred Securities (or upon a dissolution of the Trust and
the distribution of the Notes as described in the Declaration, such Notes) will
be pledged pursuant to the Pledge Agreement (the "Pledge Agreement"), dated as
of September 10, 2002, by and among the Company, The Bank of New York, as
collateral agent (the "Collateral Agent"), and the Purchase Contract Agent, to
secure a Corporate Unit holder's obligations under the related Purchase Contract
on the Purchase Contract Settlement Date; and
WHEREAS, the Preferred Securities or the Notes, as the case may be, of
Corporate Unit holders and of the Preferred Security holders or Note holders
electing to have their Preferred Securities or Notes remarketed will be
remarketed by the Remarketing Agent on the third Business Day immediately
preceding the Initial Reset Date (the "Initial Remarketing Date"); and
{PAGE}
WHEREAS, in the event of a Failed Initial Remarketing, the Preferred
Securities or the Notes, as the case may be, of the Preferred Security holders
or Note holders electing to have their Preferred Securities or Notes remarketed
and of the Corporate Unit holders who have elected not to settle the Purchase
Contracts related to their Corporate Units by Cash Settlement will be remarketed
by the Remarketing Agent on the third Business Day immediately preceding the
Purchase Contract Settlement Date; and
WHEREAS, in the event of a Successful Initial Remarketing, the applicable
distribution rate on the Preferred Securities (or the interest rate on the
Notes) will be reset on the Initial Remarketing Date, to the Reset Rate to be
determined by the Reset Agent as the rate that such Preferred Securities (or
such Notes) should bear in order for the aggregate liquidation amount of the
Preferred Securities or the aggregate principal amount of the Notes to have an
approximate aggregate market value of 100.25% of the sum of the Treasury
Portfolio Purchase Price, the Separate Preferred Securities or Notes Purchase
Price plus deferred and unpaid distributions or interest, if any, on the
Preferred Securities or Notes, as the case may be, on the Initial Remarketing
Date, provided that in the determination of such Reset Rate, the Company shall,
if applicable, limit the Reset Rate to the maximum rate permitted by applicable
law; and
WHEREAS, in the event of a Failed Initial Remarketing, the applicable
distribution rate on the Preferred Securities (or the interest rate on the
Notes) that remain outstanding on and after the Initial Remarketing will be
reset on the third Business Day immediately preceding the Purchase Contract
Settlement Date, to the Reset Rate to be determined by the Reset Agent as the
rate that such Preferred Securities (and the Notes) should bear in order to have
an approximate market value of 100.25% of the aggregate liquidation amount (plus
deferred and unpaid distributions, if any) of the Preferred Securities or the
aggregate principal amount (plus deferred and unpaid interest, if any) of the
Notes on the third Business Day immediately preceding the Purchase Contract
Settlement Date, provided that in the determination of such Reset Rate, the
Company shall, if applicable, limit the Reset Rate to the maximum rate permitted
by applicable law; 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:
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 Purchase Contract Agreement or,
if not therein defined, the Pledge Agreement.
Section 2. Appointment and Obligations of Remarketing Agent. (a) 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 (1) the Reset Rate that, in the
144785
|
BNY
As referenced in this Remarketing Agreement:
Bank of New York, – the "Pledge Agreement"), dated as
of September 10, 2002, by and among the Company, The Bank of New York, as
collateral agent (the "Collateral Agent"), and the Purchase Contract Agent, to
secure a
dt 41739
;
First Union
As referenced in this Remarketing Agreement:
First
Union National Bank) – a New Jersey
corporation (the "Company"), PSEG Funding Trust I, a Delaware statutory trust
(the "Trust"), Wachovia Bank, National Association (formerly known as First
Union National Bank) , a banking association organized under the laws of the
United States, not individually but solely as Purchase Contract Agent (the
"Purchase Contract
_____________
dt 184210
;
MLBFS
As referenced in this Remarketing Agreement:
Merrill Lynch, Pierce, Fenner & Smith – holders of Purchase
Contracts (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 $460,000,000 aggregate
Merrill Lynch, Pierce, Fenner & Smith – Rate to the maximum rate permitted
by applicable law; 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,
Merrill Lynch, Pierce, Fenner & Smith – 19103-7599 Attention: Robert C. Gerlach; if to the
Remarketing Agent or Reset Agent, to Merrill Lynch, Pierce, Fenner & Smith
Incorporated, at 4 World Financial Center, New York, New York 10080, Attention:
John Lynch,
MERRILL LYNCH, PIERCE, FENNER & SMITH – GROUP INCORPORATED
By:
-----------------------------------------
Name:
Title:
PSEG FUNDING TRUST I
By:
-----------------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
---------------------------------
Name:
Title:
WACHOVIA BANK,
not individually but solely as
Purchase Contract Agent
Merrill Lynch,
Pierce, Fenner & Smith – New Jersey corporation (the "Company"),
PSEG Funding Trust I, a Delaware statutory trust (the "Trust"), Merrill Lynch,
Pierce, Fenner & Smith Incorporated (the "Remarketing Agent"), and Wachovia
Bank, a banking association organized under the laws
dt 43942
;
|
Wachovia Bank
As referenced in this Remarketing Agreement:
Wachovia Bank, – and among Public Service Enterprise Group Incorporated, a New Jersey
corporation (the "Company"), PSEG Funding Trust I, a Delaware statutory trust
(the "Trust"), Wachovia Bank, National Association (formerly known as First
Union National Bank), a banking association organized under the laws of the
United States, not individually
_____________
Wachovia Bank, – Brown & Wood LLP, 787 Seventh Avenue,
New York, NY 10019 Attention: Howard G. Godwin, Jr.; and if to the Purchase
Contract Agent, to Wachovia Bank, National Association, 21 South Street,
Morristown, New Jersey 07960, Attention: Corporate Trust Administration, or to
such other address as any of the
_____________
WACHOVIA BANK, – INCORPORATED
By:
-----------------------------------------
Name:
Title:
PSEG FUNDING TRUST I
By:
-----------------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
---------------------------------
Name:
Title:
WACHOVIA BANK,
not individually but solely as
Purchase Contract Agent and
as attorney-in-fact for the
holders of the Purchase Contracts
By:
---------------------------------
Name:
_____________
Wachovia
Bank, – corporation (the "Company"),
PSEG Funding Trust I, a Delaware statutory trust (the "Trust"), Merrill Lynch,
Pierce, Fenner & Smith Incorporated (the "Remarketing Agent"), and Wachovia
Bank, a banking association organized under the laws of the United States, as
Purchase Contract Agent and attorney-in-fact for the Holders
_____________
Wachovia Bank, – Wood LLP, 787 Seventh Avenue, New York, New York 10019 Attention: Howard
G. Godwin, Jr.; and if to the Purchase Contract Agent, to Wachovia Bank,
National Association, at 21 South Street, Morristown, New Jersey 07960,
Attention: Corporate Trust Administration, or to such other address as any of
_____________
dt 88656
;
Ballard Spahr
As referenced in this Remarketing Agreement:
Ballard Spahr – Plaza, P.O. Box 1171, Newark, New Jersey 07101 Attention: Treasurer, with a
copy to Ballard Spahr Andrews & Ingersoll, LLP, 1735 Market
15
{PAGE}
Street, Philadelphia, PA 19103-7599 Attention: Robert
Ballard
Spahr – Plaza, P.O.
Box 1171, Newark, New Jersey 07101 Attention: Treasurer, with a copy to Ballard
Spahr Andrews & Ingersoll, LLP, 1735 Market
20
{PAGE}
Street, Philadelphia, PA 19103-7599 Attention: Robert
dt 29504
;
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