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Agreement and Plan of Merger
Agreement and Plan of Merger (226K)
Doc #1120305: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
KEANE, INC.,
VERITAS ACQUISITION CORP.
AND
METRO INFORMATION SERVICES, INC.
DATED AS OF AUGUST 20, 2001
<PAGE>
ARTICLE I THE MERGER....................................................... 1
1.1 Effective Time of the Merger.......................................... 1
1.2 Closing.......................... . . .
1120305
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Keane
As referenced in this Agreement and Plan of Merger:
KEANE, INC. – DESCRIPTION>AGREEMENT AND PLAN OF MERGER DATED 08/20/2001
<TEXT>
<PAGE>
Exhibit 2.1
EXECUTION COPY
--------------
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
KEANE, INC. ,
VERITAS ACQUISITION CORP.
AND
METRO INFORMATION SERVICES, INC.
DATED AS OF AUGUST 20, 2001
<PAGE>
ARTICLE I THE MERGER....................................................... 1
1.1 Effective Time of the Merger..........................................
_____________
Keane, Inc. – Preamble
vi
<PAGE>
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August
20, 2001, is entered into by and among Keane, Inc. , a Massachusetts corporation
(the "Buyer"), Veritas Acquisition Corp., a Virginia corporation and a wholly
owned subsidiary of the Buyer (the "Transitory Subsidiary"), and Metro
Information Services, Inc., a Virginia
_____________
Keane, Inc. – reputable nationwide overnight
courier service, in each case to the intended recipient as set forth below:
56
<PAGE>
(i) if to the Buyer or the Transitory Subsidiary, to
Keane, Inc.
Ten City Square
Boston, MA 02129
Attn: President and Chief Executive Officer
Telecopy: (617) 241-9507
with a copy to:
Hale and Dorr LLP
60 State Street
Boston, MA
_____________
KEANE, INC. – WHEREOF, the Buyer, the Transitory Subsidiary and the Company
have caused this Agreement to be signed by their respective officers thereunto
duly authorized as of the date first written above.
KEANE, INC.
/s/ Brian T. Keane
--------------------
Name: Brian T. Keane
Title: President and Chief Executive Officer
VERITAS ACQUISITION CORP.
/s/ Brian T. Keane
--------------------
Name: Brian T. Keane
Title: President and Chief
_____________
dt 1759331
;
Keane
As referenced in this Agreement and Plan of Merger:
KEANE, INC. – DESCRIPTION>AGREEMENT AND PLAN OF MERGER DATED 08/20/2001
<TEXT>
<PAGE>
Exhibit 2.1
EXECUTION COPY
--------------
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
KEANE, INC. ,
VERITAS ACQUISITION CORP.
AND
METRO INFORMATION SERVICES, INC.
DATED AS OF AUGUST 20, 2001
<PAGE>
ARTICLE I THE MERGER....................................................... 1
1.1 Effective Time of the Merger..........................................
_____________
Keane, Inc. – Preamble
vi
<PAGE>
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August
20, 2001, is entered into by and among Keane, Inc. , a Massachusetts corporation
(the "Buyer"), Veritas Acquisition Corp., a Virginia corporation and a wholly
owned subsidiary of the Buyer (the "Transitory Subsidiary"), and Metro
Information Services, Inc., a Virginia
_____________
Keane, Inc. – reputable nationwide overnight
courier service, in each case to the intended recipient as set forth below:
56
<PAGE>
(i) if to the Buyer or the Transitory Subsidiary, to
Keane, Inc.
Ten City Square
Boston, MA 02129
Attn: President and Chief Executive Officer
Telecopy: (617) 241-9507
with a copy to:
Hale and Dorr LLP
60 State Street
Boston, MA
_____________
KEANE, INC. – WHEREOF, the Buyer, the Transitory Subsidiary and the Company
have caused this Agreement to be signed by their respective officers thereunto
duly authorized as of the date first written above.
KEANE, INC.
/s/ Brian T. Keane
--------------------
Name: Brian T. Keane
Title: President and Chief Executive Officer
VERITAS ACQUISITION CORP.
/s/ Brian T. Keane
--------------------
Name: Brian T. Keane
Title: President and Chief
_____________
dt 1759338
;
|
 Fleet Bank
As referenced in this Agreement and Plan of Merger:
Fleet Bank, N.A. – the filing of any lawsuit or other legal action, taken to
collect payment, together with interest on the amount of any unpaid fee at the
publicly announced prime rate of Fleet Bank, N.A. plus four percent per annum,
compounded quarterly, from the date such expense reimbursement or fee was
required to be paid.
8.4 Amendment. This Agreement may be amended by
_____________
dt 1716298
|
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| 2005 |
Consulting Agreement
Consulting Agreement (6K)
Doc #1120096: This document is immediately available for purchase, but does not have a preview available for viewing.
1120096
| | |
| Preview
Full Doc
| 2004 |
Credit Agreement
Credit Agreement (601K)
Doc #421776: Click preview link for longer preview.
CREDIT AGREEMENT
dated as of
December 13, 2004
between
PACIFICARE HEALTH SYSTEMS, INC.
The SUBSIDIARY GUARANTORS Party Hereto
The LENDERS Party Hereto
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
and
JPMORGAN CHASE BANK, N.A.,
as Collateral Agent
$825,000,000
J.P. MORGAN SECURITIES INC.
as Sole Lead Arranger and Sole Bookrunner
MORGAN STANLEY SENIOR FUNDING, INC.,
as Syndication Agent and Co-Arranger
and . . .
421776
|
Keane
As referenced in this Credit Agreement:
Keane, Inc. – as of December 31, 2001, between the Company and International Business Machines Corporation, as amended.
3.
Information Technology Services Agreement, dated as of January 11, 2002, between the Company and Keane, Inc. , as amended.
4.
Indenture dated as of May 21, 2002 by and among the Company, the Initial Subsidiary Guarantors named therein and U.S. Bank National Association, as successor
_____________
dt 1469937
;
Keane
As referenced in this Credit Agreement:
Keane, Inc. – as of December 31, 2001, between the Company and International Business Machines Corporation, as amended.
3.
Information Technology Services Agreement, dated as of January 11, 2002, between the Company and Keane, Inc. , as amended.
4.
Indenture dated as of May 21, 2002 by and among the Company, the Initial Subsidiary Guarantors named therein and U.S. Bank National Association, as successor
_____________
dt 1469950
;
AMS Group
As referenced in this Credit Agreement:
American Medical Security Group, Inc – Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be.
AMS means American Medical Security Group, Inc ., a Wisconsin corporation.
AMS Acquisition means the acquisition of AMS by means of the merger of Ashland Acquisition with and into AMS, with AMS as the surviving corporation thereof,
_____________
AMERICAN MEDICAL SECURITY GROUP, INC – INC.
By
/s/ MICHAEL A. MONTEVIDEO
Name:
Michael A. Montevideo
Title:
Treasurer
PACIFICARE SOUTHWEST OPERATIONS, INC.
By
/s/ MICHAEL A. MONTEVIDEO
Name:
Michael A. Montevideo
Title:
Vice President & Treasurer
AMERICAN MEDICAL SECURITY GROUP, INC .
By
/s/ SAMUEL V. MILLER
Name:
Samuel V. Miller
Title:
Chairman, President & CEO
Credit Agreement
- 107 -
LENDERS
JPMORGAN CHASE BANK, N.A.,
Individually, as Administrative Agent and as
_____________
AMERICAN MEDICAL SECURITY GROUP, INC – Title:
Address for Notices:
5995 Plaza Drive
Cypress, California 90630
PACIFICARE SOUTHWEST OPERATIONS, INC.,
a Delaware corporation
By
Name:
Title:
Address for Notices:
6200 NW Parkway
San Antonio, Texas 78249
AMERICAN MEDICAL SECURITY GROUP, INC .,
a Wisconsin corporation
By
Name:
Title:
Address for Notices:
3100 AMS Boulevard
Green Bay, Wisconsin 54313
Security Agreement
IN WITNESS WHEREOF, the Collateral Agent has caused this Agreement to
_____________
AMERICAN MEDICAL
SECURITY GROUP, INC – Intellectual Property Security Agreement
- 4 -
SECUREHORIZONS USA, INC.,
a California corporation
By
Name:
Title:
Address for Notices:
PACIFICARE SOUTHWEST
OPERATIONS, INC.,
a Delaware corporation
By
Name:
Title:
Address for Notices:
AMERICAN MEDICAL
SECURITY GROUP, INC .,
a Wisconsin corporation
By
Name:
Title:
Address for Notices:
Intellectual Property Security Agreement
- 5 -
IN WITNESS WHEREOF, the Collateral Agent has caused this Agreement to be duly executed and
_____________
American Medical Security Group, Inc – the NYUCC, including pursuant to Section 9-109 thereof.
With regard to our opinion in paragraph 3 below as to PacifiCare Health Plan Administrators, Inc., an Indiana corporation (PHPA), and American Medical Security Group, Inc ., a Wisconsin corporation (AMSG) and the other Obligors, we have assumed that such corporations are duly incorporated, validly existing and are in good standing in the jurisdiction of organization
_____________
dt 1389247
;
|
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill Companies, Inc – a Lender with Revolving Credit Exposure.
Rule 144A means Rule 144A of the Securities Act, as amended.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc .
SEC means the United States Securities and Exchange Commission, together with any successor agency responsible for the administration and enforcement of the Securities Act and the Securities Exchange Act
_____________
dt 1516548
;
PacifiCare
As referenced in this Credit Agreement:
PACIFICARE HEALTH SYSTEMS, INC – 13, 2004
EX-10.01 2 dex1001.htm CREDIT AGREEMENT DATED AS OF DECEMBER 13, 2004
Exhibit 10.01
EXECUTION COPY
CREDIT AGREEMENT
dated as of
December 13, 2004
between
PACIFICARE HEALTH SYSTEMS, INC .
The SUBSIDIARY GUARANTORS Party Hereto
The LENDERS Party Hereto
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
and
JPMORGAN CHASE BANK, N.A.,
as Collateral Agent
$825,000,000
_____________
PACIFICARE HEALTH SYSTEMS, INC – Term Loan Note
EXHIBIT F-3
-
Form of Tranche B Term Loan Note
EXHIBIT G
-
Form of Prepayment Option Notice
iv
CREDIT AGREEMENT dated as of December 13, 2004, between PACIFICARE HEALTH SYSTEMS, INC ., the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A., as Collateral Agent.
The Borrower (as
_____________
PacifiCare Health Systems, Inc – Exhibit A or any other form approved by the Administrative Agent.
Board means the Board of Governors of the Federal Reserve System of the United States of America.
Borrower means PacifiCare Health Systems, Inc ., a Delaware corporation.
Borrowing means (a) all ABR Loans of the same Class made, converted or continued on the same date or (b) all Eurodollar Loans of the same
_____________
PACIFICARE HEALTH SYSTEMS, INC – Agreement
- 104 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
PACIFICARE HEALTH SYSTEMS, INC .
By
/s/ MICHAEL A. MONTEVIDEO
Name: Michael A. Montevideo
Title: Vice President & Treasurer
U.S. Federal Tax Identification No.: 954591529
Credit Agreement
- 105 -
SUBSIDIARY GUARANTORS
PACIFICARE HEALTH PLAN
_____________
PacifiCare Health Systems, Inc – in this Assignment and Assumption, without representation or warranty by the Assignor.
1.
Assignor:
______________________________
2.
Assignee:
______________________________
[and is an Affiliate/Approved Fund of [identify Lender]1]
3.
Borrower:
PacifiCare Health Systems, Inc .
4.
Administrative Agent:
JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
1
Select as applicable.
Assignment and Assumption
5.
Credit Agreement:
Credit Agreement dated
_____________
dt 1399904
;
More... |
| Full Doc
| 2005 |
Deferred Compensation Plan
Deferred Compensation Plan (71K)
Doc #1120109: This document is immediately available for purchase, but does not have a preview available for viewing.
1120109
| | |
| Preview
Full Doc
| 2005 |
Employment Agreement
Employment Agreement (89K)
Doc #1120080: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (�Agreement�) is entered into as of August 5, 2005, by and between Keane, Inc., a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (�Keane� or the �Company�), and Richard Garnick (the �Executive�). Keane and the Executive are referred to together herein as the �Parties.�
WHEREAS, Keane has offered employment to the Executive in the position of President, North American Services, and the Executive has accepted, both Parties desire to set forth in a written . . .
1120080
|
Keane
As referenced in this Employment Agreement:
Keane, Inc. – EX-10.1 2 a05-15158_1ex10d1.htm EX-10.1
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is entered into as of August 5, 2005, by and between Keane, Inc. , a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (Keane or the Company), and Richard Garnick (the Executive). Keane and the Executive
_____________
Keane, Inc. – date sent via facsimile, the date delivered personally or by receipted delivery service, or three (3) days after the date mailed:
(i) To the Company:
Legal Department
Attn: Corporate Counsel
Keane, Inc.
100 City Square
Charlestown, MA 02129
(ii) To the Executive:
At the residence address most recently filed with the Company.
9
11. Succession and Assignment. This Agreement shall be
_____________
Keane, Inc. – internal laws (and not the laws of conflicts) of the Commonwealth of Massachusetts.
c. Except in the case of Section 11 above, the term Keane or the Company shall include Keane, Inc. and any of its subsidiaries, subdivisions and affiliates. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or
_____________
Keane, Inc. – income and employment taxes due with respect to any payment made to the Executive under this Agreement.
Executed this 5th day of August, 2005.
By:
/s/ Richard Garnick
Richard Garnick
Keane, Inc.
By:
/s/ Russell J. Campanello
Russell J. Campanello, Sr. Vice President,
Human Resources
11
EXHIBIT A
Restated Articles of Organization
(General Laws Chapter 156D, Section 10.07; 950 CMR
_____________
Keane, Inc. – s/ Russell J. Campanello
Russell J. Campanello, Sr. Vice President,
Human Resources
11
EXHIBIT A
Restated Articles of Organization
(General Laws Chapter 156D, Section 10.07; 950 CMR 113.35)
Keane, Inc. (the Corporation), having a registered office at 100 City Square, Boston, MA 02129, certifies as follows:
FIRST, the Restated Articles were duly adopted and approved on February 10, 2005
_____________
dt 1469942
;
|
Keane
As referenced in this Employment Agreement:
Keane, Inc. – EX-10.1 2 a05-15158_1ex10d1.htm EX-10.1
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is entered into as of August 5, 2005, by and between Keane, Inc. , a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (Keane or the Company), and Richard Garnick (the Executive). Keane and the Executive
_____________
Keane, Inc. – date sent via facsimile, the date delivered personally or by receipted delivery service, or three (3) days after the date mailed:
(i) To the Company:
Legal Department
Attn: Corporate Counsel
Keane, Inc.
100 City Square
Charlestown, MA 02129
(ii) To the Executive:
At the residence address most recently filed with the Company.
9
11. Succession and Assignment. This Agreement shall be
_____________
Keane, Inc. – internal laws (and not the laws of conflicts) of the Commonwealth of Massachusetts.
c. Except in the case of Section 11 above, the term Keane or the Company shall include Keane, Inc. and any of its subsidiaries, subdivisions and affiliates. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or
_____________
Keane, Inc. – income and employment taxes due with respect to any payment made to the Executive under this Agreement.
Executed this 5th day of August, 2005.
By:
/s/ Richard Garnick
Richard Garnick
Keane, Inc.
By:
/s/ Russell J. Campanello
Russell J. Campanello, Sr. Vice President,
Human Resources
11
EXHIBIT A
Restated Articles of Organization
(General Laws Chapter 156D, Section 10.07; 950 CMR
_____________
Keane, Inc. – s/ Russell J. Campanello
Russell J. Campanello, Sr. Vice President,
Human Resources
11
EXHIBIT A
Restated Articles of Organization
(General Laws Chapter 156D, Section 10.07; 950 CMR 113.35)
Keane, Inc. (the Corporation), having a registered office at 100 City Square, Boston, MA 02129, certifies as follows:
FIRST, the Restated Articles were duly adopted and approved on February 10, 2005
_____________
dt 1469955
|
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Full Doc
| 2006 |
Employment Agreement
Employment Agreement (26K)
Doc #2572352: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (�Agreement�) is entered into as of October 20, 2006, by and between Keane, Inc., a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (�Keane� or the �Company�), and Aurora M. Coya (the �Executive�). Keane and the Executive are referred to together herein as the �Parties.�
WHEREAS, Keane has offered employment to the Executive in the position of Senior Vice President, Global Practices, and the Executive has accepted, both Parties desire to set forth in a written agreement the . . .
2572352
|
Keane
As referenced in this Employment Agreement:
Keane, Inc. –
EX-10.1 2 a06-22441_1ex10d1.htm EX-10
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is entered into as of October 20, 2006, by and between Keane, Inc. , a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (Keane or the Company), and Aurora M. Coya (the Executive). Keane and the
_____________
Keane, Inc. – date sent via facsimile, the date delivered personally or by receipted delivery service, or three (3) days after the date mailed:
(i) To the Company:
Legal Department Attn: Corporate Counsel Keane, Inc. 100 City Square Charlestown, MA 02129
(ii) To the Executive:
At the residence address most recently filed with the Company.
10. Succession and Assignment. This Agreement shall be binding
_____________
Keane, Inc. – internal laws (and not the laws of conflicts) of the Commonwealth of Massachusetts.
c. Except in the case of Section 10, above, the term Keane or the Company shall include Keane, Inc. and any of its subsidiaries,
subdivisions and affiliates. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or
_____________
Keane, Inc. – employment taxes due with respect to any payment made to the Executive under this Agreement.
Executed this 19th day of October, 2006.
By:
/s/ Aurora M. Coya
Aurora M. Coya
Keane, Inc.
By:
/s/ Russell J. Campanello
Russell J. Campanello, Sr. Vice President,
Human Resources
_____________
dt 1614627
;
|
Keane
As referenced in this Employment Agreement:
Keane, Inc. –
EX-10.1 2 a06-22441_1ex10d1.htm EX-10
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is entered into as of October 20, 2006, by and between Keane, Inc. , a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (Keane or the Company), and Aurora M. Coya (the Executive). Keane and the
_____________
Keane, Inc. – date sent via facsimile, the date delivered personally or by receipted delivery service, or three (3) days after the date mailed:
(i) To the Company:
Legal Department Attn: Corporate Counsel Keane, Inc. 100 City Square Charlestown, MA 02129
(ii) To the Executive:
At the residence address most recently filed with the Company.
10. Succession and Assignment. This Agreement shall be binding
_____________
Keane, Inc. – internal laws (and not the laws of conflicts) of the Commonwealth of Massachusetts.
c. Except in the case of Section 10, above, the term Keane or the Company shall include Keane, Inc. and any of its subsidiaries,
subdivisions and affiliates. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or
_____________
Keane, Inc. – employment taxes due with respect to any payment made to the Executive under this Agreement.
Executed this 19th day of October, 2006.
By:
/s/ Aurora M. Coya
Aurora M. Coya
Keane, Inc.
By:
/s/ Russell J. Campanello
Russell J. Campanello, Sr. Vice President,
Human Resources
_____________
dt 1614631
|
| Preview
Full Doc
| 2006 |
Employment Agreement
Employment Agreement (26K)
Doc #2572353: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (�Agreement�) is entered into as of October 20, 2006, by and between Keane, Inc., a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (�Keane� or the �Company�), and M. Glenn Giles (the �Executive�). Keane and the Executive are referred to together herein as the �Parties.�
WHEREAS, Keane has offered employment to the Executive in the position of Senior Vice President, North American Regions and Verticals, and the Executive has accepted, both Parties desire to set forth in a . . .
2572353
|
Keane
As referenced in this Employment Agreement:
Keane, Inc. –
EX-10.2 3 a06-22441_1ex10d2.htm EX-10
Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is entered into as of October 20, 2006, by and between Keane, Inc. , a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (Keane or the Company), and M. Glenn Giles (the Executive). Keane and the
_____________
Keane, Inc. – date sent via facsimile, the date delivered personally or by receipted delivery service, or three (3) days after the date mailed:
(i) To the Company:
Legal Department Attn: Corporate Counsel Keane, Inc. 100 City Square Charlestown, MA 02129
(ii) To the Executive:
At the residence address most recently filed with the Company.
10. Succession and Assignment. This Agreement shall be binding
_____________
Keane, Inc. – internal laws (and not the laws of conflicts) of the Commonwealth of Massachusetts.
c. Except in the case of Section 10, above, the term Keane or the Company shall include Keane, Inc. and any of its subsidiaries,
subdivisions and affiliates. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or
_____________
Keane, Inc. – employment taxes due with respect to any payment made to the Executive under this Agreement.
Executed this 20th day of October, 2006.
By:
/s/ M. Glenn Giles
M. Glenn Giles
Keane, Inc.
By:
/s/ Russell J. Campanello
Russell J. Campanello, Sr. Vice President,
Human Resources
_____________
dt 1614628
;
|
Keane
As referenced in this Employment Agreement:
Keane, Inc. –
EX-10.2 3 a06-22441_1ex10d2.htm EX-10
Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is entered into as of October 20, 2006, by and between Keane, Inc. , a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (Keane or the Company), and M. Glenn Giles (the Executive). Keane and the
_____________
Keane, Inc. – date sent via facsimile, the date delivered personally or by receipted delivery service, or three (3) days after the date mailed:
(i) To the Company:
Legal Department Attn: Corporate Counsel Keane, Inc. 100 City Square Charlestown, MA 02129
(ii) To the Executive:
At the residence address most recently filed with the Company.
10. Succession and Assignment. This Agreement shall be binding
_____________
Keane, Inc. – internal laws (and not the laws of conflicts) of the Commonwealth of Massachusetts.
c. Except in the case of Section 10, above, the term Keane or the Company shall include Keane, Inc. and any of its subsidiaries,
subdivisions and affiliates. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or
_____________
Keane, Inc. – employment taxes due with respect to any payment made to the Executive under this Agreement.
Executed this 20th day of October, 2006.
By:
/s/ M. Glenn Giles
M. Glenn Giles
Keane, Inc.
By:
/s/ Russell J. Campanello
Russell J. Campanello, Sr. Vice President,
Human Resources
_____________
dt 1614632
|
| Preview
Full Doc
| 2006 |
Employment Agreement
Employment Agreement (26K)
Doc #2617323: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (�Agreement�) is entered into as of October 20, 2006, by and between Keane, Inc., a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (�Keane� or the �Company�), and Aurora M. Coya (the �Executive�). Keane and the Executive are referred to together herein as the �Parties.�
WHEREAS, Keane has offered employment to the Executive in the position of Senior Vice President, Global Practices, and the Executive has accepted, both Parties desire to set forth in a written agreement the . . .
2617323
|
Keane
As referenced in this Employment Agreement:
Keane, Inc. –
EX-10.1 2 a06-22441_1ex10d1.htm EX-10
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is entered into as of October 20, 2006, by and between Keane, Inc. , a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (Keane or the Company), and Aurora M. Coya (the Executive). Keane and the
_____________
Keane, Inc. – date sent via facsimile, the date delivered personally or by receipted delivery service, or three (3) days after the date mailed:
(i) To the Company:
Legal Department Attn: Corporate Counsel Keane, Inc. 100 City Square Charlestown, MA 02129
(ii) To the Executive:
At the residence address most recently filed with the Company.
10. Succession and Assignment. This Agreement shall be binding
_____________
Keane, Inc. – internal laws (and not the laws of conflicts) of the Commonwealth of Massachusetts.
c. Except in the case of Section 10, above, the term Keane or the Company shall include Keane, Inc. and any of its subsidiaries,
subdivisions and affiliates. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or
_____________
Keane, Inc. – employment taxes due with respect to any payment made to the Executive under this Agreement.
Executed this 19th day of October, 2006.
By:
/s/ Aurora M. Coya
Aurora M. Coya
Keane, Inc.
By:
/s/ Russell J. Campanello
Russell J. Campanello, Sr. Vice President,
Human Resources
_____________
dt 1614629
;
|
Keane
As referenced in this Employment Agreement:
Keane, Inc. –
EX-10.1 2 a06-22441_1ex10d1.htm EX-10
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is entered into as of October 20, 2006, by and between Keane, Inc. , a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (Keane or the Company), and Aurora M. Coya (the Executive). Keane and the
_____________
Keane, Inc. – date sent via facsimile, the date delivered personally or by receipted delivery service, or three (3) days after the date mailed:
(i) To the Company:
Legal Department Attn: Corporate Counsel Keane, Inc. 100 City Square Charlestown, MA 02129
(ii) To the Executive:
At the residence address most recently filed with the Company.
10. Succession and Assignment. This Agreement shall be binding
_____________
Keane, Inc. – internal laws (and not the laws of conflicts) of the Commonwealth of Massachusetts.
c. Except in the case of Section 10, above, the term Keane or the Company shall include Keane, Inc. and any of its subsidiaries,
subdivisions and affiliates. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or
_____________
Keane, Inc. – employment taxes due with respect to any payment made to the Executive under this Agreement.
Executed this 19th day of October, 2006.
By:
/s/ Aurora M. Coya
Aurora M. Coya
Keane, Inc.
By:
/s/ Russell J. Campanello
Russell J. Campanello, Sr. Vice President,
Human Resources
_____________
dt 1614633
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Full Doc
| 2006 |
Employment Agreement
Employment Agreement (26K)
Doc #2617324: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (�Agreement�) is entered into as of October 20, 2006, by and between Keane, Inc., a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (�Keane� or the �Company�), and M. Glenn Giles (the �Executive�). Keane and the Executive are referred to together herein as the �Parties.�
WHEREAS, Keane has offered employment to the Executive in the position of Senior Vice President, North American Regions and Verticals, and the Executive has accepted, both Parties desire to set forth in a . . .
2617324
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Keane
As referenced in this Employment Agreement:
Keane, Inc. –
EX-10.2 3 a06-22441_1ex10d2.htm EX-10
Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is entered into as of October 20, 2006, by and between Keane, Inc. , a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (Keane or the Company), and M. Glenn Giles (the Executive). Keane and the
_____________
Keane, Inc. – date sent via facsimile, the date delivered personally or by receipted delivery service, or three (3) days after the date mailed:
(i) To the Company:
Legal Department Attn: Corporate Counsel Keane, Inc. 100 City Square Charlestown, MA 02129
(ii) To the Executive:
At the residence address most recently filed with the Company.
10. Succession and Assignment. This Agreement shall be binding
_____________
Keane, Inc. – internal laws (and not the laws of conflicts) of the Commonwealth of Massachusetts.
c. Except in the case of Section 10, above, the term Keane or the Company shall include Keane, Inc. and any of its subsidiaries,
subdivisions and affiliates. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or
_____________
Keane, Inc. – employment taxes due with respect to any payment made to the Executive under this Agreement.
Executed this 20th day of October, 2006.
By:
/s/ M. Glenn Giles
M. Glenn Giles
Keane, Inc.
By:
/s/ Russell J. Campanello
Russell J. Campanello, Sr. Vice President,
Human Resources
_____________
dt 1614630
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Keane
As referenced in this Employment Agreement:
Keane, Inc. –
EX-10.2 3 a06-22441_1ex10d2.htm EX-10
Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is entered into as of October 20, 2006, by and between Keane, Inc. , a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (Keane or the Company), and M. Glenn Giles (the Executive). Keane and the
_____________
Keane, Inc. – date sent via facsimile, the date delivered personally or by receipted delivery service, or three (3) days after the date mailed:
(i) To the Company:
Legal Department Attn: Corporate Counsel Keane, Inc. 100 City Square Charlestown, MA 02129
(ii) To the Executive:
At the residence address most recently filed with the Company.
10. Succession and Assignment. This Agreement shall be binding
_____________
Keane, Inc. – internal laws (and not the laws of conflicts) of the Commonwealth of Massachusetts.
c. Except in the case of Section 10, above, the term Keane or the Company shall include Keane, Inc. and any of its subsidiaries,
subdivisions and affiliates. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or
_____________
Keane, Inc. – employment taxes due with respect to any payment made to the Executive under this Agreement.
Executed this 20th day of October, 2006.
By:
/s/ M. Glenn Giles
M. Glenn Giles
Keane, Inc.
By:
/s/ Russell J. Campanello
Russell J. Campanello, Sr. Vice President,
Human Resources
_____________
dt 1614634
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| Preview
Full Doc
| 2003 |
Indenture
Indenture (373K)
Doc #161127: Click preview link for longer preview.
INDENTURE
Dated as of
June 18, 2003
----------
2% Convertible Subordinated Debentures Due 2013
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
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{S} {C}
ARTICLE 1
Definitions
Section 1.01. Definitions ...............................................................................1
ARTICLE 2
Issue, Description, Execution, Registration And Exchange Of
Debentures
Section 2.01. Designation Amount And Issue Of Debentures................................................11
Section 2.02. Form of Debentures .......................................................................11
Section 2.03. Date And Denomination Of Debentures; Payments Of Interest ................................12
Section 2.04. Execution of Debentures ..................................................................14
Section 2.05. Exchange and Registration of Transfer of Debentures; Restrictions on Transfer ............15
Section 2.06. Mutilated, Destroyed, Lost or Stolen Debentures ..........................................21
Section 2.07. Temporary Debentures......................................................................22
Section 2.08. Cancellation of Debentures................................................................22
Section 2.09. CUSIP Numbers ............................................................................23
ARTICLE 3
Redemption And Repurchase Of Debentures
Section 3.01. Redemption of Debentures .................................................................23
Section 3.02. Notice of Optional Redemption; Selection of Debentures ...................................23
Section 3.03. Payment of Debentures Called For Redemption by the Company ...............................25
Section 3.04. Conversion Arrangement on Call for Redemption.............................................26
Section 3.05. Repurchase at Option of Holders Upon a Designated Event...................................27
Section 3.06. Repurchase of Debentures by the Company at Option of the Holder ..........................31
Section 3.07. Company Repurchase Notice ................................................................32
Section 3.08. Effect of Repurchase Notice ..............................................................33
Section 3.09. Deposit of Repurchase Price ..............................................................34
Section 3.10. Debentures Repurchased in Part ...........................................................34
ARTICLE 4
Subordination Of Debentures
Section 4.01. Agreement of Subordination................................................................34
{/TABLE}
{PAGE}
{TABLE}
{S} {C}
Section 4.02. Payments to Debentureholders .............................................................35
Section 4.03. Subrogation of Debentures ................................................................38
Section 4.04. Obligations of Company Unconditional .....................................................39
Section 4.05. Authorization to Effect Subordination ....................................................39
Section 4.06. Notice to Trustee ........................................................................39
Section 4.07. Trustee's Relation to Senior Indebtedness ................................................40
Section 4.08. No Impairment of Subordination ...........................................................41
Section 4.09. Certain Conversions Not Deemed Payment ...................................................41
Section 4.10. Article Applicable to Paying Agents ......................................................41
Section 4.11. Senior Indebtedness Entitled to Rely .....................................................42
Section 4.12. Reliance on Judicial Order or Certificate of Liquidating Agent ...........................42
ARTICLE 5
Contingent Interest
Section 5.01. Contingent Interest.......................................................................42
Section 5.02. Payment of Contingent Interest............................................................43
Section 5.03. Contingent Interest Notification..........................................................43
ARTICLE 6
Particular Covenants Of The Company
Section 6.01. Payment of Principal and Interest ........................................................43
Section 6.02. Maintenance of Office or Agency...........................................................43
Section 6.03. Appointments to Fill Vacancies in Trustee's Office........................................44
Section 6.04. Provisions as to Paying Agent ............................................................44
Section 6.05. Existence.................................................................................45
Section 6.06. Rule 144A Information Requirement ........................................................46
Section 6.07. Stay, Extension and Usury Laws ...........................................................46
Section 6.08. Compliance Certificate ...................................................................46
Section 6.09. Liquidated Damages Notice.................................................................47
Section 6.10. Contingent Debt Tax Treatment.............................................................47
Section 6.11. Calculation Of Tax Original Issue Discount................................................48
ARTICLE 7
Debentureholders' Lists And Reports By The Company And The Trustee
Section 7.01. Debentureholders' Lists ..................................................................48
Section 7.02. Preservation And Disclosure Of Lists......................................................48
Section 7.03. Reports By Trustee .......................................................................49
Section 7.04. Reports by Company .......................................................................49
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
ARTICLE 8
Remedies Of The Trustee And Debentureholders On An Event Of
Default
Section 8.01. Events Of Default ........................................................................49
Section 8.02. Payments of Debentures on Default; Suit Therefor .........................................51
Section 8.03. Application of Monies Collected By Trustee................................................53
Section 8.04. Proceedings by Debentureholder............................................................54
Section 8.05. Proceedings By Trustee....................................................................55
Section 8.06. Remedies Cumulative And Continuing........................................................55
Section 8.07. Direction of Proceedings and Waiver of Defaults By Majority of Debentureholders...........56
Section 8.08. Notice of Defaults........................................................................56
Section 8.09. Undertaking To Pay Costs .................................................................56
ARTICLE 9
The Trustee
Section 9.01. Duties and Responsibilities of Trustee ...................................................57
Section 9.02. Reliance on Documents, Opinions, Etc......................................................59
Section 9.03. No Responsibility For Recitals, Etc ......................................................60
Section 9.04. Trustee, Paying Agents, Conversion Agents or Registrar May Own Debentures.................60
Section 9.05. Monies to Be Held in Trust ...............................................................60
Section 9.06. Compensation and Expenses of Trustee......................................................60
Section 9.07. Officers' Certificate As Evidence.........................................................61
Section 9.08. Conflicting Interests of Trustee..........................................................62
Section 9.09. Eligibility of Trustee....................................................................62
Section 9.10. Resignation or Removal of Trustee. .......................................................62
Section 9.11. Acceptance by Successor Trustee...........................................................64
Section 9.12. Succession By Merger .....................................................................64
Section 9.13. Preferential Collection of Claims ........................................................65
Section 9.14. Trustee's Application For Instructions From The Company ..................................65
ARTICLE 10
The Debentureholders
Section 10.01. Action By Debentureholders ..............................................................66
Section 10.02. Proof of Execution by Debentureholders ..................................................66
Section 10.03. Who Are Deemed Absolute Owners ..........................................................66
Section 10.04. Company-owned Debentures Disregarded ....................................................67
Section 10.05. Revocation Of Consents, Future Holders Bound.............................................67
{/TABLE}
iii
{PAGE}
{TABLE}
{S} {C}
ARTICLE 11
Meetings Of Debentureholders
Section 11.01. Purpose Of Meetings......................................................................68
Section 11.02. Call Of Meetings By Trustee .............................................................68
Section 11.03. Call Of Meetings By Company Or Debentureholders .........................................68
Section 11.04. Qualifications For Voting ...............................................................69
Section 11.05. Regulations..............................................................................69
Section 11.06. Voting ..................................................................................70
Section 11.07. No Delay Of Rights By Meeting ...........................................................70
ARTICLE 12
Supplemental Indentures
Section 12.01. Supplemental Indentures Without Consent of Debentureholders .............................70
Section 12.02. Supplemental Indenture With Consent Of Debentureholders .................................72
Section 12.03. Effect Of Supplemental Indenture ........................................................73
Section 12.04. Notation On Debentures...................................................................74
Section 12.05. Evidence Of Compliance Of Supplemental Indenture To Be Furnished To Trustee .............74
ARTICLE 13
Consolidation, Merger, Sale, Conveyance and Lease
Section 13.01. Company May Consolidate On Certain Terms ................................................74
Section 13.02. Successor To Be Substituted..............................................................75
Section 13.03. Opinion Of Counsel To Be Given To Trustee ...............................................75
ARTICLE 14
Satisfaction And Discharge Of Indenture
Section 14.01. Discharge Of Indenture...................................................................76
Section 14.02. Deposited Monies To Be Held In Trust By Trustee..........................................76
Section 14.03. Paying Agent To Repay Monies Held .......................................................77
Section 14.04. Return Of Unclaimed Monies; Repayment to the Company ....................................77
Section 14.05. Reinstatement ...........................................................................77
ARTICLE 15
Immunity Of Incorporators, Stockholders, Officers And Directors
Section 15.01. Indenture And Debentures Solely Corporate Obligations ...................................78
{/TABLE}
iv
{PAGE}
{TABLE}
{S} {C}
ARTICLE 16
Conversion Of Debentures
Section 16.01. Right To Convert ........................................................................78
Section 16.02. Exercise Of Conversion Privilege; Issuance Of Common Stock On Conversion; No
Adjustment For Interest Or Dividends .................................................81
Section 16.03. Cash Payments in Lieu of Fractional Shares...............................................84
Section 16.04. Conversion Rate .........................................................................84
Section 16.05. Adjustment Of Conversion Rate ...........................................................84
Section 16.06. Effect Of Reclassification, Consolidation, Merger or Sale................................94
Section 16.07. Taxes On Shares Issued ..................................................................95
Section 16.08. Reservation of Shares, Shares to Be Fully Paid; Compliance With Governmental
Requirements; Listing of Common Stock ................................................95
Section 16.09. Responsibility Of Trustee ...............................................................96
Section 16.10. Notice To Holders Prior To Certain Actions ..............................................97
Section 16.11. Shareholder Rights Plans.................................................................98
Section 16.12. Issuer Determination Final ..............................................................98
ARTICLE 17
Miscellaneous Provisions
Section 17.01. Provisions Binding On Company's Successors ..............................................98
Section 17.02. Official Acts By Successor Corporation...................................................98
Section 17.03. Addresses For Notices, Etc ..............................................................98
Section 17.04. Governing Law............................................................................99
Section 17.05. Evidence Of Compliance With Conditions Precedent, Certificates To Trustee................99
Section 17.06. Legal Holidays .........................................................................100
Section 17.07. Trust Indenture Act.....................................................................100
Section 17.08. No Security Interest Created............................................................100
Section 17.09. Benefits Of Indenture ..................................................................100
Section 17.10. Table Of Contents, Headings, Etc........................................................100
Section 17.11. Authenticating Agent ...................................................................101
Section 17.12. Execution In Counterparts ..............................................................102
Section 17.13. Severability............................................................................102
Exhibit A Form of Debenture ...........................................................................A-1
{/TABLE}
v
{PAGE}
INDENTURE
INDENTURE dated as of June 18, 2003 between Keane, Inc., a Massachusetts
corporation (hereinafter called the "Company"), having its principal office at
100 City Square, Boston, Massachusetts, 02129 and Wachovia Bank, National
Association, a national banking association, as trustee hereunder (hereinafter
called the "Trustee").
WITNESSETH:
WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issuance of its 2% Convertible Subordinated Debentures Due 2013 (hereinafter
called the "Debentures"), in an aggregate principal amount not to exceed
$150,000,000, and to provide the terms and conditions upon which the Debentures
are to be authenticated, issued and delivered, the Company has duly authorized
the execution and delivery of this Indenture; and
WHEREAS, the Debentures, the certificate of authentication to be borne by
the Debentures, a form of assignment, a form of Designated Event repurchase
notice, a form of repurchase notice and a form of conversion notice to be borne
by the Debentures are to be substantially in the forms hereinafter provided for;
and
WHEREAS, all acts and things necessary to make the Debentures, when
executed by the Company and authenticated and delivered by the Trustee or a duly
authorized authenticating agent, as in this Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute this Indenture a
valid agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Debentures have in
all respects been duly authorized,
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in order to declare the terms and conditions upon which the Debentures
are, and are to be, authenticated, issued and delivered, and in consideration of
the premises and of the purchase and acceptance of the Debentures by the holders
thereof, the Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective holders from time to time of the
Debentures (except as otherwise provided below), as follows:
ARTICLE 1
Definitions
Section 1.01. Definitions. The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise requires)
{PAGE}
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.01. All other
terms used in this Indenture that are defined in the Trust Indenture Act or
which are by reference therein defined in the Securities Act (except as herein
otherwise expressly provided or unless the context otherwise requires) shall
have the respective meanings assigned to such terms in the Trust Indenture Act
and in the Securities Act as in force at the date of the execution of this
Indenture. The words "herein", "hereof", "hereunder" and words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other Subdivision. The terms defined in this Article include the plural as well
as the singular.
"Adjustment Event" has the meaning specified in Section 16.05(k).
"Agent Members" has the meaning specified in Section 2.05(b).
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control", when used with respect to any specified Person means the power to
direct or cause the direction of the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise, and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
"Board of Directors" means the Board of Directors of the Company or a
committee of such Board duly authorized to act for it hereunder.
"Business Day" means any day except a Saturday, Sunday or legal holiday on
which banking institutions in The City of New York are authorized or obligated
by law, regulation or executive order to close.
"Closing Sale Price" of the shares of Common Stock on any date means the
closing sale price per share (or, if no closing sale price is reported, the
average of the closing bid and ask prices or, if more than one in either case,
the average of the average closing bid and the average closing ask prices) on
such date as reported in composite transactions for the principal United States
securities exchange on which shares of Common Stock are traded or, if the shares
of Common Stock are not listed on a United States national or regional
securities exchange, as reported by the Nasdaq or by the National Quotation
Bureau Incorporated. In the absence of such quotations, the Company shall be
entitled to determine the Closing Sale Price on the basis it considers
appropriate. The Closing Sale Price shall be determined without reference to
161127
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Keane
As referenced in this Indenture:
KEANE, INC. –
{DOCUMENT}
{TYPE}EX-4.1
{SEQUENCE}3
{FILENAME}dex41.txt
{DESCRIPTION}INDENTURE
{TEXT}
{PAGE}
EXHIBIT 4.1
================================================================================
KEANE, INC.
To
Wachovia Bank, National Association,
as Trustee
----------
INDENTURE
Dated as of
June 18, 2003
----------
2% Convertible Subordinated Debentures Due 2013
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
_____________
Keane, Inc. – 17.12. Execution In Counterparts ..............................................................102
Section 17.13. Severability............................................................................102
Exhibit A Form of Debenture ...........................................................................A-1
{/TABLE}
v
{PAGE}
INDENTURE
INDENTURE dated as of June 18, 2003 between Keane, Inc. , a Massachusetts
corporation (hereinafter called the "Company"), having its principal office at
100 City Square, Boston, Massachusetts, 02129 and Wachovia Bank, National
Association, a national banking association, as trustee
_____________
Keane,
Inc. – promulgated thereunder, as in effect from time to time.
"Senior Credit Facility" means the senior credit facility, under that
certain Revolving Credit Agreement dated as of February 28, 2003, among Keane,
Inc. , as borrower, and Fleet National Bank, as lender and administrative agent
and the other financial institutions from time to time party thereto, as amended
by a First Amendment dated
_____________
KEANE, INC. – Act or any similar provision then in force, or unless
otherwise agreed by the Company in writing, with written notice thereof to the
Trustee:
THIS SECURITY AND THE SHARES OF KEANE, INC. (THE "COMPANY") COMMON STOCK
("COMMON STOCK") ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY
_____________
Keane, Inc. – yield and projected payment schedule for the Debentures, determined
by the Company pursuant to the contingent payment regulations, by submitting a
written request to the Company at the following address: Keane, Inc. , 100 City
Square, Boston, MA 02129, Attention: Treasurer.
(b) Each Debenture shall bear a legend relating to U.S. federal income tax
matters in the form set forth in
_____________
dt 1469933
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