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Subscribers | 2002 |
Accounts Receivable Purchase Agreement
Accounts Receivable Purchase Agreement (191K)
Doc #118396: Click preview link for longer preview.
ACCOUNTS RECEIVABLE PURCHASE AGREEMENT
THIS ACCOUNTS RECEIVABLE PURCHASE AGREEMENT made as of the 27th day of
February, 2002 by and among LAURUS MASTER FUND, LTD. ("Laurus"), VERTEX
INTERACTIVE, INC., a New Jersey corporation ("Vertex"), DATA CONTROL SYSTEMS,
INC., a New York corporation ("DCS"), RENAISSANCE SOFTWARE, INC., a Delaware
corporation ("RSI") and POSITIVE DEVELOPMENTS, INC., a California corporation
("PDI"; and together with Vertex, RSI and DCS, each a "Company" and
collectively, the "Companies").
W I T N E S S E T H:
WHEREAS, Vertex is indebted to Laurus under the terms of a Convertible Note
dated November 20, 2001 (as amended, modified and supplemented from time to
time, the "Existing Note") and has entered into a Security Agreement with Laurus
dated November 20, 2001 pursuant to which Vertex granted to Laurus a security
interest in certain of Vertex's accounts receivable as collateral security for
all of Vertex's, DCS' and RSI's obligations to Laurus (as amended, modified and
supplemented from time to time, the "Vertex Security Agreement" and together
with the Existing Note, collectively, the "Existing Vertex Agreements");
WHEREAS, DCS entered into a Security Agreement with Laurus dated November
20, 2001 pursuant to which DCS granted to Laurus a security interest in certain
of DCS' accounts receivable as collateral security for all of Vertex's, DCS' and
RSI's obligations to Laurus (as amended, modified and supplemented from time to
time, the "DCS Security Agreement");
WHEREAS, RSI entered into a Security Agreement with Laurus dated November
20, 2001 pursuant to which RSI granted to Laurus a security interest in certain
of RSI's accounts receivable as collateral security for all of Vertex's, DCS'
and RSI's obligations to Laurus (as amended, modified and supplemented from time
to time, the "RSI Security Agreement" and together with the Existing Vertex
Agreements and DCS Security Agreement, collectively, the "Prior Agreements");
WHEREAS, certain events of default have occurred under the Prior Agreements
entitling Laurus to exercise its rights and remedies against the Companies,
including, without limitation, acceleration of the Companies' obligations to
Laurus;
WHEREAS, each Company has requested that Laurus (a) forbear at this time
from exercising its rights and remedies against the Companies based upon the
occurrence of certain events of default under the Prior Agreements, (b) extend
additional financial accommodations to the Companies, (c) convert each
applicable Company's obligations to Laurus under the Prior Agreements to
obligations owing by each Company to Lauras hereunder, (d) amend and restate the
terms of the Prior Agreements such that the Prior Agreements shall be
consolidated with and into this Agreement and (e) purchase from each of the
respective Companies, from time to time, all of the right, title and interest of
such Company in and to certain accounts receivable due to such Company from its
customers; and
WHEREAS, Laurus is willing to do so upon the terms and subject to the
conditions set forth in this Agreement;
NOW, THEREFORE, to induce Laurus to enter into this Agreement and purchase
such accounts receivable, and for other good valuable consideration, the receipt
and sufficiency of
118396
|
 BofA Securities
As referenced in this Accounts Receivable Purchase Agreement:
Banc of America Securities, – to the
Company at the following account or any portion of such payment to the Client as
instructed by the Company:
Account Name: Banc of America Securities, LLC
ABA # 121000358
Account # 1233932118
For Further Credit to: Laurus Master Fund, Ltd.
Account Number - 313-15751
ACI will utilize information received
_____________
dt 93562
;
Pitney Bowes
As referenced in this Accounts Receivable Purchase Agreement:
Pitney
Bowes, Inc – favor of (a) MidMark
Investments, Inc., the lien priorities with respect to which are governed by the
terms of an Intercreditor Agreement dated as of the date hereof and (b) Pitney
Bowes, Inc ., the lien priorities with respect to which are governed by the terms
of an Intercreditor Agreement
-9-
{PAGE}
dated as of the date hereof, as each such agreement may
_____________
PITNEY BOWES INC – Master
Fund, Ltd., MidMark Investments, Inc., Vertex Interactive, Inc. and certain
other parties does not constitute a breach of the Intercreditor Agreement
between ourselves and MidMark dated February 1, 2002.
PITNEY BOWES INC .
BY: Bruce Nolop
------------------------------------
Name: Bruce Nolop
------------------------------------
Title: EVP & Chief Financial Officer
------------------------------------
-13-
{PAGE}
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 26th day of February, 2002,
_____________
dt 1470505
;
Vertex
As referenced in this Accounts Receivable Purchase Agreement:
VERTEX INTERACTIVE INC –
VERTEX INTERACTIVE INC
_____________
VERTEX
INTERACTIVE, INC. – PAGE}
EXHIBIT 10.70
ACCOUNTS RECEIVABLE PURCHASE AGREEMENT
THIS ACCOUNTS RECEIVABLE PURCHASE AGREEMENT made as of the 27th day of
February, 2002 by and among LAURUS MASTER FUND, LTD. ("Laurus"), VERTEX
INTERACTIVE, INC. , a New Jersey corporation ("Vertex"), DATA CONTROL SYSTEMS,
INC., a New York corporation ("DCS"), RENAISSANCE SOFTWARE, INC., a Delaware
corporation ("RSI") and POSITIVE DEVELOPMENTS, INC., a California corporation
("PDI";
_____________
VERTEX INTERACTIVE, INC. – COUNTERPARTS.
[SIGNATURE LINES OF FOLLOWING PAGE]
-14-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
LAURUS MASTER FUND, LTD. VERTEX INTERACTIVE, INC.
By: [Signature Illegible] By:
----------------------------------- ----------------------------------
Name: Name:
Title: Title:
Address for Notices: Address for Notices:
152 West 57th Street 22 Audrey Place
New York, New York 10019 Fairfield, New Jersey
_____________
VERTEX INTERACTIVE, INC. – Telephone Number:______________________
Telefax Number:________________________
-15-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
LAURUS MASTER FUND, LTD. VERTEX INTERACTIVE, INC.
By: By: N. Toms
----------------------------------- ----------------------------------
Name: Name: N. Toms
Title: Title: CEO
Address for Notices: Address for Notices:
152 West 57th Street 22 Audrey Place
New York, New York 10019
_____________
VERTEX INTERACTIVE, INC. – beyond the applicable
eligibility date hereunder, Proceeds of collections shall be effectively
credited to the outstanding balances on the fifth (5th) business day after its
receipt.
Agreed to and Accepted:
VERTEX INTERACTIVE, INC.
By: N. Toms
-----------------------------------
Name: N. Toms
Title: CEO
DATA CONTROL SYSTEMS, INC.
By: N. Toms
-----------------------------------
Name: N. Toms
Title: CEO
RENAISSANCE SOFTWARE, INC.
By: N. Toms
-----------------------------------
Name: N. Toms
_____________
dt 1851385
;
|
Vertex
As referenced in this Accounts Receivable Purchase Agreement:
VERTEX
INTERACTIVE, INC. – PAGE}
EXHIBIT 10.70
ACCOUNTS RECEIVABLE PURCHASE AGREEMENT
THIS ACCOUNTS RECEIVABLE PURCHASE AGREEMENT made as of the 27th day of
February, 2002 by and among LAURUS MASTER FUND, LTD. ("Laurus"), VERTEX
INTERACTIVE, INC. , a New Jersey corporation ("Vertex"), DATA CONTROL SYSTEMS,
INC., a New York corporation ("DCS"), RENAISSANCE SOFTWARE, INC., a Delaware
corporation ("RSI") and POSITIVE DEVELOPMENTS, INC., a California corporation
("PDI";
_____________
VERTEX INTERACTIVE, INC. – COUNTERPARTS.
[SIGNATURE LINES OF FOLLOWING PAGE]
-14-
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
LAURUS MASTER FUND, LTD. VERTEX INTERACTIVE, INC.
By: [Signature Illegible] By:
----------------------------------- ----------------------------------
Name: Name:
Title: Title:
Address for Notices: Address for Notices:
152 West 57th Street 22 Audrey Place
New York, New York 10019 Fairfield, New Jersey
_____________
VERTEX INTERACTIVE, INC. – Telephone Number:______________________
Telefax Number:________________________
-15-
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
LAURUS MASTER FUND, LTD. VERTEX INTERACTIVE, INC.
By: By: N. Toms
----------------------------------- ----------------------------------
Name: Name: N. Toms
Title: Title: CEO
Address for Notices: Address for Notices:
152 West 57th Street 22 Audrey Place
New York, New York 10019
_____________
VERTEX INTERACTIVE, INC. – beyond the applicable
eligibility date hereunder, Proceeds of collections shall be effectively
credited to the outstanding balances on the fifth (5th) business day after its
receipt.
Agreed to and Accepted:
VERTEX INTERACTIVE, INC.
By: N. Toms
-----------------------------------
Name: N. Toms
Title: CEO
DATA CONTROL SYSTEMS, INC.
By: N. Toms
-----------------------------------
Name: N. Toms
Title: CEO
RENAISSANCE SOFTWARE, INC.
By: N. Toms
-----------------------------------
Name: N. Toms
_____________
VERTEX INTERACTIVE, INC. – INC.
By: N. Toms
----------------------------------
Name: N. Toms
Title: CEO
-17-
{PAGE}
INTERCREDITOR AGREEMENT
This Intercreditor Agreement (this "Agreement") dated as of February 26,
2002 among LAURUS MASTER FUND, LTD. ("Laurus"), VERTEX INTERACTIVE, INC.
("Vertex"), DATA CONTROL SYSTEMS, INC. ("DCS"), POSITIVE DEVELOPMENTS, INC.,
("PDI"), RENAISSANCE SOFTWARE, INC. ("RSI" and together with Vertex, DCS and
PDI, each a Company and collectively the "Companies"), MIDMARK
_____________
dt 1548485
;
 Lowenstein
As referenced in this Accounts Receivable Purchase Agreement:
Lowenstein Sandler – Attention: David Grin
Telephone: 212-541-5800
Facsimile: 212-541-4434
with a copy to: Lowenstein Sandler PC
1330 Avenue of the Americas
New York, New York 10019
Attention: Scott J.
dt 38139
;
More... |
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Subscribers | 2004 |
Accounts Receivable Financing Agreement
Accounts Receivable Financing Agreement (227K)
Doc #1255321: Click preview link for longer preview.
ACCOUNTS RECEIVABLE FINANCING AGREEMENT
This ACCOUNTS RECEIVABLE FINANCING AGREEMENT is entered into this 3rd day
of February, 2003 by and between SILICON VALLEY BANK, a California-chartered
bank, with its principal place of business at 3003 Tasman Drive, Santa Clara,
California 95054 and with a loan production office located at One Newton
Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462,
doing business under the name "Silicon Valley East" (FAX 617-969-5965) ("Bank")
and ARBINET-THEXCHANGE, INC., a Delaware . . .
1255321
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BofA Securities
As referenced in this Accounts Receivable Financing Agreement:
Banc of America Securities LLC – 3, 2003
This Securities Account Control Agreement entered into as of the above date
(this "Agreement") is among SVB Securities, ("SVBS"), Banc of America Broker
Dealer Services, a division of Banc of America Securities LLC ("BA-BDS" or
"Clearing Broker"), the Customer identifed above ("Customer"), and the Creditor
identified above ("Creditor").
Recitals
A. Customer has established a securities account or securities
accounts ("Account") with
_____________
BANC OF AMERICA SECURITIES LLC – Operations Manager
Address for Notices:
SVB Securities
3003 Tasman Drive
Mail Sort HG250
Santa Clara, CA 95054
Attn: Operations Manager
Telephone: 408-654-7256
Facsimile: 408-496-2407
CLEARING BROKER: BANC OF AMERICA SECURITIES LLC
By /s/ Authorized Representative
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SVBS Form Dated October 22, 2002
-8-
<PAGE>
SVB Securities
Securities Account Control Agreement
Exhibit A
1. Account Title and Number:
_____________
Banc of America Securities LLC – 3, 2003
This Securities Account Control Agreement entered into as of the above date
(this "Agreement") is among SVB Securities, ("SVBS"), Banc of America Broker
Dealer Services, a division of Banc of America Securities LLC ("BA-BDS" or
"Clearing Broker"), the Customer identified above ("Customer"), and the Creditor
identified above ("Creditor").
Recitals
A. Customer has established a securities account or securities
accounts ("Account") with
_____________
BANC OF AMERICA SECURITIES LLC – Operations Manager
Address of Notices:
SVB Securities
3003 Tasman Drive
Mail Sort HG250
Santa Clara, CA 95054
Attn: Operations Manager
Telephone: 408-654-7256
Facsimile: 408-496-2407
CLEARING BROKER: BANC OF AMERICA SECURITIES LLC
By
-------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SVBS Form Dated October 22, 2002
-8-
<PAGE>
SVB Securities
Securities account Control agreement
Exhibits A
1. Account Title and Number:
Account Title: Arbinet-
_____________
dt 1356602
;
|
SVB
As referenced in this Accounts Receivable Financing Agreement:
SILICON VALLEY BANK, – lt;TEXT>
<PAGE>
EXHIBIT 10.7
ACCOUNTS RECEIVABLE FINANCING AGREEMENT
This ACCOUNTS RECEIVABLE FINANCING AGREEMENT is entered into this 3rd day
of February, 2003 by and between SILICON VALLEY BANK, a California-chartered
bank, with its principal place of business at 3003 Tasman Drive, Santa Clara,
California 95054 and with a loan production office located at One Newton
Executive
_____________
Silicon Valley
Bank – hereafter arising upon and against all deposits,
credits, collateral and property, now or hereafter in the possession, custody,
safekeeping or control of Bank or any entity under the control of Silicon Valley
Bank or in transit to any of them. At any time after the occurrence and during
the continuance of an Event of Default, without demand or notice, Bank may set
off
_____________
SILICON VALLEY BANK
– agreements between Borrower and Bank.
EXECUTED under seal as of the date first written above.
-13-
<PAGE>
ARBINET-THEXCHANGE, INC.
By Peter P. Sach
----------------------------------
Title CAO & Treasurer
SILICON VALLEY BANK
By Authorized Representative
----------------------------------
Title SVP
-14-
<PAGE>
EXHIBIT A
The Collateral consists of all of Borrower's right, title and interest in and to
the following:
All
_____________
SILICON VALLEY BANK
– all substitutions for, additions,
attachments, accessories, accessions and improvements to and replacements,
products, proceeds and insurance proceeds of any or all of the foregoing.
-15-
<PAGE>
Exhibit "B"
SILICON VALLEY BANK
SPECIALTY FINANCE DIVISION
Compliance Certificate
I, as authorized officer of ARBINET-THEXCHANGE, INC.
-----------------
("Borrower") certify under the Accounts Receivable Financing Agreement (the
"Agreement") between Borrower and Silicon Valley Bank ("
_____________
Silicon Valley Bank – B"
SILICON VALLEY BANK
SPECIALTY FINANCE DIVISION
Compliance Certificate
I, as authorized officer of ARBINET-THEXCHANGE, INC.
-----------------
("Borrower") certify under the Accounts Receivable Financing Agreement (the
"Agreement") between Borrower and Silicon Valley Bank ("Bank") as follows.
Borrower represents and warrants for each Financed Receivable:
It is the owner with legal right to sell, transfer and assign it;
The correct amount is on
_____________
dt 1392292
;
BNY
As referenced in this Accounts Receivable Financing Agreement:
Bank of New York, – as follows. All unamended sections or
subsections remain in effect.
1. Names.
(h) The Company currently maintains its bank and investment accounts at:
(l) Bank Accounts - Fleet Bank, JP Morgan, Bank of New York, Natwest Bank
Plc., Silicon Valley Bank
2. Investment Accounts - JP Morgan, Silicon Valley Bank
2. Current Locations.
(a) The following is the mailing address of the Company:
Mailing Address
_____________
dt 1586838
|
| Preview
Subscribers | 2003 |
Agency Agreement
Agency Agreement (218K)
Doc #173052: Click preview link for longer preview.
U.S. $5,074,816,000*
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities LLC
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Dear Sirs:
National Rural Utilities Cooperative Finance Corporation, a
District of Columbia cooperative association (the "Company"), confirms its
agreement with each of you (individually, an "Agent" and, collectively, the
"Agents") with respect to the issue and sale by the Company of up to U.S.
$5,074,816,000*/ aggregate principal amount of
--------------------
* Or the U.S. dollar equivalent in certain specified foreign currencies.
{PAGE}
2
its Medium-Term Notes, Series C (such Medium-Term Notes, Series C, together with
such additional Medium-Term Notes of the Company as are added to this Agreement
pursuant to an Amendment, the "Securities"). The Securities are to be issued
from time to time pursuant to an Indenture, dated as of December 15, 1987 (as
supplemented by a First Supplemental Indenture dated as of October 1, 1990, and
as it may be supplemented or amended from time to time, the "Indenture"),
between the Company and U.S. Bank Trust National Association, as successor
trustee (the "Trustee").
Subject to the terms and conditions stated herein and subject
to the reservation by the Company of the right to sell Securities directly on
its own behalf at any time, and to any person, and to designate or select
additional agents, the Company hereby appoints the Agents as the exclusive
agents of the Company for the purpose of soliciting or receiving offers to
purchase the Securities from the Company by others. This Agreement shall only
apply to sales of the Securities on original issuance and not to sales of any
other securities or evidences of indebtedness of the Company and only on the
specific terms set forth herein.
SECTION 1. Representations and Warranties. The Company
represents and warrants to each Agent as of the date hereof, as of each Closing
Date (as defined in Section 2(f) hereof), as of each settlement date in respect
of any principal purchase (whether pursuant to a Purchase Agreement or
otherwise) and as of the times referred to in Sections 6(a) and 6(b) hereof
(each Closing Date, each settlement date and each such time being hereinafter
sometimes referred to as a "Representation Date"), as follows:
(a) Registration Statement and Prospectus. The Company has
filed with the Securities and Exchange Commission (the "Commission")
Registration Statement on Form S-3 No. 333-109310 (and any registration
statements referred to in any Amendment (as defined in Section 12 hereof)) for
the registration under the Securities Act of 1933 (the "Act") of the Securities
(including a prospectus relating to the registration statements) and has filed
and may file one or more amendments thereto (including one or more amended or
supplemental prospectuses) and such registration statements and any such
amendments have become effective. Each such registration statement, including
financial statements and exhibits, at the time it became effective under the
Act, as amended and supplemented (including all documents incorporated therein
by reference), is hereinafter referred to as a "Registration Statement". A
prospectus supplement dated October 23, 2003, relating to the Securities and to
Registration Statement No. 333-109310, including a prospectus, has been prepared
and will be filed pursuant to Rule 424 of the rules and regulations of the
Commission (the "Rules and Regulations") under the Act (such prospectus and
prospectus supplement (or, in the case of any Amendment, the prospectus and
prospectus supplement referred to therein) are herein referred to as the
"Prospectus"). Any reference in this Agreement to the Prospectus as amended or
supplemented shall include, without limitation, any prospectus filed with the
Commission pursuant to Rule 424 of the Rules and Regulations which amends or
supplements the Prospectus. Any reference herein to a Registration Statement or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or
before the effective date of such
{PAGE}
3
Registration Statement or the date of the Prospectus, as the case may be; and
any reference herein to the terms "amend", "amendment" or "supplement" with
respect to a Registration Statement or the Prospectus shall be deemed to refer
to and include the filing of any document under the Exchange Act after the
effective date of such Registration Statement, or the date of the Prospectus, as
the case may be, and deemed to be incorporated therein by reference.
(b) Accuracy of Registration Statements. Each Registration
Statement (and such Registration Statement as amended if any post-effective
amendment thereof shall have become effective) complies in all material respects
with the provisions of the Act and the Exchange Act and the Rules and
Regulations and does not contain an untrue statement of a material fact and does
not omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and the Prospectus (and the
Prospectus as amended or supplemented, if the Company shall have filed with the
Commission any amendment thereof or supplement thereto) fully complies with the
provisions of the Act and the Exchange Act and the Rules and Regulations and
does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that none of the representations and warranties
in this paragraph (b) shall apply to (i) that part of any Registration Statement
which shall constitute the Statement of Eligibility (Form T-1) under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the Trustee or
(ii) statements in, or omissions from, any Registration Statement or the
Prospectus or any amendment thereof or supplement thereto made in reliance upon
and in conformity with information furnished in writing to the Company by or on
behalf of an Agent for use in connection with the preparation of such
Registration Statement or the Prospectus or any such amendment or supplement.
(c) Accountants. The accountants who have certified or shall
certify the financial statements filed and to be filed with the Commission as
parts of any Registration Statement and the Prospectus are independent with
respect to the Company as required by the Act and the Rules and Regulations.
(d) Due Incorporation. The Company has been duly incorporated
and is a validly existing cooperative association in good standing under the
laws of the District of Columbia, duly qualified and in good standing in each
jurisdiction in which the ownership or leasing of properties or the conduct of
its business requires it to be qualified (or the failure to be so qualified will
not have a material adverse effect upon the business or condition of the
Company), and the Company has the corporate power and holds all valid permits
and other required authorizations from governmental authorities necessary to
carry on its business as now conducted and as to be conducted on the Closing
Date and any Representation Date, and as contemplated by the Prospectus.
(e) Material Changes. Since the respective dates as of which
information is given in each Registration Statement and the Prospectus, and
except as set forth in the Prospectus, there has not been any material adverse
change in the condition, financial or
173052
|
BofA Securities
As referenced in this Agency Agreement:
Banc of America Securities – 000*
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (
_____________
Banc of America Securities – ABN AMRO Incorporated
Park Avenue Plaza
55 E. 52nd St. 6th Floor
New York, N.Y. 10055
Attention: Fixed Income Syndicate
{PAGE}
26
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Attention: Product Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One
_____________
BANC OF AMERICA SECURITIES – s/ MARTIN GOLDBERG
------------------------------
Name: Martin Goldberg
Title: Senior Vice President
ABN AMRO INCORPORATED,
by /s/ VINCENT MURRAY
------------------------------
Name: Vincent Murray
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
by /s/ LILY CHANG
------------------------------
Name: Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J.
_____________
Banc of America Securities – are to be offered on a continuing basis by
National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (
_____________
Banc of
America Securities – Rural Utilities Cooperative Finance
Corporation (the "Company"), a District of Columbia
cooperative association, Lehman Brothers Inc. (an
"Agent"), ABN AMRO Incorporated (an "Agent") Banc of
America Securities LLC (an "Agent"), Bank One Capital
Markets, Inc. (an "Agent"), Deutsche Bank Securities,
Inc. (an "Agent"), J.P. Morgan Securities Inc. (an
"Agent"),
_____________
dt 93732
;
Banc One Capital
As referenced in this Agency Agreement:
Banc One Capital Markets, – FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities
_____________
Banc One Capital Markets, – Income Syndicate
{PAGE}
26
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Attention: Product Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One Plaza
MC IL1-0595
Chicago, IL 60670
Attention: Investment Grade Securities
Deutsche Bank Securities Inc.
60 Wall Street
_____________
BANC ONE CAPITAL MARKETS, – s/ VINCENT MURRAY
------------------------------
Name: Vincent Murray
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
by /s/ LILY CHANG
------------------------------
Name: Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J. Wood
Title: Managing Director
{PAGE}
30
DEUTSCHE BANK SECURITIES INC.
by /s/ RAJ
_____________
Banc One
Capital Markets, – a continuing basis by
National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA)
Inc. and UBS
_____________
BANC ONE CAPITAL MARKETS, – INC.,
by
________________________
Name:
Title:
27
{PAGE}
ABN AMRO INCORPORATED,
by
________________________
Name:
Title:
BANC OF AMERICA SECURITIES LLC,
by
________________________
Name:
Title:
BANC ONE CAPITAL MARKETS, INC.,
by
________________________
Name:
Title:
DEUTSCHE BANK SECURITIES INC.,
by
________________________
Name:
Title:
J.P. MORGAN SECURITIES INC.,
by
________________________
Name:
Title:
_____________
dt 100653
;
BNY
As referenced in this Agency Agreement:
Bank of New York – transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") on the Business Day immediately preceding the Settlement Date (as
Bank of New York
– instructions in a form previously
specified by DTC) to an account at the Federal Reserve Bank of New York
previously specified by DTC, in funds available for immediate use by DTC, each
payment
dt 42325
;
|
Cede
As referenced in this Agency Agreement:
CEDE &
CO – fully registered form
without coupons. Each Global Security will be registered in the name of CEDE &
CO ., as nominee for DTC, on the securities register for the Notes maintained
under the
dt 38955
;
Deutsche Bank
As referenced in this Agency Agreement:
Deutsche Bank Securities Inc – Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc .
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities LLC
c/o Lehman Brothers
_____________
Deutsche Bank Securities Inc – Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One Plaza
MC IL1-0595
Chicago, IL 60670
Attention: Investment Grade Securities
Deutsche Bank Securities Inc .
60 Wall Street
36th Floor
New York, NY 10005
Attention: Debt Capital Markets
J.P. Morgan Securities Inc.
270 Park Avenue
New
_____________
DEUTSCHE BANK SECURITIES INC – Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J. Wood
Title: Managing Director
{PAGE}
30
DEUTSCHE BANK SECURITIES INC .
by /s/ RAJ BHATTACHARYYA
------------------------------
Name: Raj Bhattacharyya
Title Managing Director
by /s/ DEAN BELLISSIMO
-------------------------------
Name: Dean Bellissimo
Title: Director
J.P. MORGAN
_____________
Deutsche Bank Securities Inc – Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc ., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA)
Inc. and UBS Securities LLC, as agents (each
_____________
Deutsche Bank Securities,
Inc – Brothers Inc. (an
"Agent"), ABN AMRO Incorporated (an "Agent") Banc of
America Securities LLC (an "Agent"), Bank One Capital
Markets, Inc. (an "Agent"), Deutsche Bank Securities,
Inc . (an "Agent"), J.P. Morgan Securities Inc. (an
"Agent"), Merrill Lynch, Pierce, Fenner & Smith
Incorporated (an "Agent") Scotia Capital (USA) Inc.
(an "
_____________
dt 98595
;
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Agency Agreement
Agency Agreement (66K)
Doc #173054: Click preview link for longer preview.
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities LLC
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Dear Sirs:
National Rural Utilities Cooperative Finance Corporation, a
District of Columbia cooperative association (the "Company"), confirms its
agreement with each of you (individually, an "Agent" and, collectively, the
"Agents") with respect to the issue and sale by the Company of up to U.S.
$5,074,816,000*/ aggregate principal amount of
--------------------
* Or the U.S. dollar equivalent in certain specified foreign currencies.
{PAGE}
2
its Medium-Term Notes, Series C (such Medium-Term Notes, Series C, together with
such additional Medium-Term Notes of the Company as are added to this Agreement
pursuant to an Amendment, the "Securities"). The Securities are to be issued
from time to time pursuant to an Indenture, dated as of December 15, 1987 (as
supplemented by a First Supplemental Indenture dated as of October 1, 1990, and
as it may be supplemented or amended from time to time, the "Indenture"),
between the Company and U.S. Bank Trust National Association, as successor
trustee (the "Trustee").
Subject to the terms and conditions stated herein and subject
to the reservation by the Company of the right to sell Securities directly on
its own behalf at any time, and to any person, and to designate or select
additional agents, the Company hereby appoints the Agents as the exclusive
agents of the Company for the purpose of soliciting or receiving offers to
purchase the Securities from the Company by others. This Agreement shall only
apply to sales of the Securities on original issuance and not to sales of any
other securities or evidences of indebtedness of the Company and only on the
specific terms set forth herein.
SECTION 1. Representations and Warranties. The Company
represents and warrants to each Agent as of the date hereof, as of each Closing
Date (as defined in Section 2(f) hereof), as of each settlement date in respect
of any principal purchase (whether pursuant to a Purchase Agreement or
otherwise) and as of the times referred to in Sections 6(a) and 6(b) hereof
(each Closing Date, each settlement date and each such time being hereinafter
sometimes referred to as a "Representation Date"), as follows:
(a) Registration Statement and Prospectus. The Company has
filed with the Securities and Exchange Commission (the "Commission")
Registration Statement on Form S-3 No. 333-109310 (and any registration
statements referred to in any Amendment (as defined in Section 12 hereof)) for
the registration under the Securities Act of 1933 (the "Act") of the Securities
(including a prospectus relating to the registration statements) and has filed
and may file one or more amendments thereto (including one or more amended or
supplemental prospectuses) and such registration statements and any such
amendments have become effective. Each such registration statement, including
financial statements and exhibits, at the time it became effective under the
Act, as amended and supplemented (including all documents incorporated therein
by reference), is hereinafter referred to as a "Registration Statement". A
prospectus supplement dated October 23, 2003, relating to the Securities and to
Registration Statement No. 333-109310, including a prospectus, has been prepared
and will be filed pursuant to Rule 424 of the rules and regulations of the
Commission (the "Rules and Regulations") under the Act (such prospectus and
prospectus supplement (or, in the case of any Amendment, the prospectus and
prospectus supplement referred to therein) are herein referred to as the
"Prospectus"). Any reference in this Agreement to the Prospectus as amended or
supplemented shall include, without limitation, any prospectus filed with the
Commission pursuant to Rule 424 of the Rules and Regulations which amends or
supplements the Prospectus. Any reference herein to a Registration Statement or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or
before the effective date of such
173054
|
BofA Securities
As referenced in this Agency Agreement:
Banc of America Securities – 000*
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (
_____________
Banc of America Securities – ABN AMRO Incorporated
Park Avenue Plaza
55 E. 52nd St. 6th Floor
New York, N.Y. 10055
Attention: Fixed Income Syndicate
{PAGE}
26
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Attention: Product Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One
_____________
BANC OF AMERICA SECURITIES – s/ MARTIN GOLDBERG
------------------------------
Name: Martin Goldberg
Title: Senior Vice President
ABN AMRO INCORPORATED,
by /s/ VINCENT MURRAY
------------------------------
Name: Vincent Murray
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
by /s/ LILY CHANG
------------------------------
Name: Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J.
_____________
Banc of America Securities – are to be offered on a continuing basis by
National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (
_____________
Banc of
America Securities – Rural Utilities Cooperative Finance
Corporation (the "Company"), a District of Columbia
cooperative association, Lehman Brothers Inc. (an
"Agent"), ABN AMRO Incorporated (an "Agent") Banc of
America Securities LLC (an "Agent"), Bank One Capital
Markets, Inc. (an "Agent"), Deutsche Bank Securities,
Inc. (an "Agent"), J.P. Morgan Securities Inc. (an
"Agent"),
_____________
dt 93733
;
Banc One Capital
As referenced in this Agency Agreement:
Banc One Capital Markets, – FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities
_____________
Banc One Capital Markets, – Income Syndicate
{PAGE}
26
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Attention: Product Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One Plaza
MC IL1-0595
Chicago, IL 60670
Attention: Investment Grade Securities
Deutsche Bank Securities Inc.
60 Wall Street
_____________
BANC ONE CAPITAL MARKETS, – s/ VINCENT MURRAY
------------------------------
Name: Vincent Murray
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
by /s/ LILY CHANG
------------------------------
Name: Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J. Wood
Title: Managing Director
{PAGE}
30
DEUTSCHE BANK SECURITIES INC.
by /s/ RAJ
_____________
Banc One
Capital Markets, – a continuing basis by
National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA)
Inc. and UBS
_____________
BANC ONE CAPITAL MARKETS, – INC.,
by
________________________
Name:
Title:
27
{PAGE}
ABN AMRO INCORPORATED,
by
________________________
Name:
Title:
BANC OF AMERICA SECURITIES LLC,
by
________________________
Name:
Title:
BANC ONE CAPITAL MARKETS, INC.,
by
________________________
Name:
Title:
DEUTSCHE BANK SECURITIES INC.,
by
________________________
Name:
Title:
J.P. MORGAN SECURITIES INC.,
by
________________________
Name:
Title:
_____________
dt 100654
;
BNY
As referenced in this Agency Agreement:
Bank of New York – transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") on the Business Day immediately preceding the Settlement Date (as
Bank of New York
– instructions in a form previously
specified by DTC) to an account at the Federal Reserve Bank of New York
previously specified by DTC, in funds available for immediate use by DTC, each
payment
dt 42326
;
|
Cede
As referenced in this Agency Agreement:
CEDE &
CO – fully registered form
without coupons. Each Global Security will be registered in the name of CEDE &
CO ., as nominee for DTC, on the securities register for the Notes maintained
under the
dt 38956
;
Deutsche Bank
As referenced in this Agency Agreement:
Deutsche Bank Securities Inc – Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc .
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities LLC
c/o Lehman Brothers
_____________
Deutsche Bank Securities Inc – Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One Plaza
MC IL1-0595
Chicago, IL 60670
Attention: Investment Grade Securities
Deutsche Bank Securities Inc .
60 Wall Street
36th Floor
New York, NY 10005
Attention: Debt Capital Markets
J.P. Morgan Securities Inc.
270 Park Avenue
New
_____________
DEUTSCHE BANK SECURITIES INC – Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J. Wood
Title: Managing Director
{PAGE}
30
DEUTSCHE BANK SECURITIES INC .
by /s/ RAJ BHATTACHARYYA
------------------------------
Name: Raj Bhattacharyya
Title Managing Director
by /s/ DEAN BELLISSIMO
-------------------------------
Name: Dean Bellissimo
Title: Director
J.P. MORGAN
_____________
Deutsche Bank Securities Inc – Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc ., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA)
Inc. and UBS Securities LLC, as agents (each
_____________
Deutsche Bank Securities,
Inc – Brothers Inc. (an
"Agent"), ABN AMRO Incorporated (an "Agent") Banc of
America Securities LLC (an "Agent"), Bank One Capital
Markets, Inc. (an "Agent"), Deutsche Bank Securities,
Inc . (an "Agent"), J.P. Morgan Securities Inc. (an
"Agent"), Merrill Lynch, Pierce, Fenner & Smith
Incorporated (an "Agent") Scotia Capital (USA) Inc.
(an "
_____________
dt 98596
;
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Agency Agreement
Agency Agreement (128K)
Doc #233146: Click preview link for longer preview.
HEWLETT-PACKARD COMPANY
$1,500,000,000
MEDIUM-TERM NOTES, SERIES B, DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
AGENCY AGREEMENT
DECEMBER 6, 2002
Salomon Smith Barney Inc.
390 Greenwich Street
New York, NY 10013
Banc of America Securities LLC
Bank of America Corporate
Center
NCI-007-07-01
100 North Tryon Street
Charlotte, NC 28255
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, NY 10019
Credit Suisse First Boston
Corporation
Eleven Madison Avenue
New York, NY 10010
Deutsche Bank Securities Inc.
31 West 52nd Street
New York, NY 10019
. . .
233146
|
BofA Securities
As referenced in this Agency Agreement:
Banc of America Securities – OR MORE FROM THE DATE OF ISSUE
AGENCY AGREEMENT
DECEMBER 6, 2002
Salomon Smith Barney Inc.
390 Greenwich Street
New York, NY 10013
Banc of America Securities LLC
Bank of America Corporate
Center
NCI-007-07-01
100 North Tryon Street
Charlotte, NC 28255
BNP Paribas Securities Corp.
787 Seventh
_____________
Banc of America Securities – Palo Alto, California 94304
Fax (650) 857-4392
17
To the Agents:
Salomon Smith Barney Inc.
390 Greenwich Street
New York, NY 10013
Banc of America Securities LLC
Bank of America Corporate
Center
NCI-007-07-01
100 North Tryon Street
Charlotte, NC 28255
BNP Paribas Securities Corp.
Attn. FI
_____________
Banc of America Securities – Charnas
Vice President, Deputy General Counsel and Assistant Secretary
CONFIRMED AND ACCEPTED, as of
the date first above written:
Salomon Smith Barney Inc.
Banc of America Securities LLC
By:
/s/ CRAIG KRINBRING
By:
/s/ MICHAEL G. CANN
Title:
Vice President
Title:
Vice President
BNP Paribas Securities Corp.
Credit Suisse First
_____________
Banc of America Securities – issue date (the "Notes") are to be offered from time to time by Hewlett-Packard Company (the "Issuer") and Salomon Smith Barney Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P.
_____________
Banc of America Securities – a receipt therefor.
B-6
Agents' Addresses
For Delivery of
Certificated Notes:
Salomon Smith Barney Inc.
390 Greenwich Street
New York, NY 10013
Banc of America Securities LLC
Bank of America Corporate Center
NCI-007-07-01 100
North Tryon Street
Charlotte, NC 28255
BNP Paribas Securities Corp.
Attn. FI
_____________
dt 94037
;
Hewlett-Packard
As referenced in this Agency Agreement:
HEWLETT-PACKARD – EXHIBIT 4.3
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 4.3
HEWLETT-PACKARD COMPANY
$1,500,000,000
MEDIUM-TERM NOTES, SERIES B, DUE NINE MONTHS OR
Hewlett-Packard – Group, L.P.
650 Fifth Avenue
New York, NY 10019
Ladies and Gentlemen:
1. Introduction. Hewlett-Packard Company, a Delaware corporation (the "Issuer"), confirms its agreement with each of you (individually
Hewlett-Packard – Procedures, all notices shall be sent to them at the following addresses:
To the Issuer:
Hewlett-Packard Company
3000 Hanover Street
MS1042
Palo Alto, California 94304
Attn: Assistant Treasurer
Fax (650)
Hewlett-Packard – California 94304
Attn: Assistant Treasurer
Fax (650) 852-8412
with a copy to:
General Counsel
Hewlett-Packard Company
3000 Hanover Street
MS1056
Palo Alto, California 94304
Fax (650) 857-4392
17
HEWLETT-PACKARD – indicate your acceptance hereof in the space provided for that purpose below.
Very truly yours,
HEWLETT-PACKARD COMPANY
By:
/s/ CHARLES N. CHARNAS
Charles N. Charnas
Vice President, Deputy General Counsel
dt 51656
;
HSBC Securities
As referenced in this Agency Agreement:
HSBC Securities (USA) Inc – 10010
Deutsche Bank Securities Inc.
31 West 52nd Street
New York, NY 10019
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
HSBC Securities (USA) Inc .
452 Fifth Avenue
New York, NY 10018
J.P. Morgan Securities Inc.
270 Park Avenue
New York, NY 10017
Merrill Lynch, Pierce,
_____________
HSBC Securities (USA) Inc – 10010
Deutsche Bank Securities Inc.
31 West 52nd Street
New York, NY 10019
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
HSBC Securities (USA) Inc .
452 Fifth Avenue
New York, NY 10018
J.P. Morgan Securities Inc.
270 Park Avenue
New York, NY 10017
Merrill Lynch, Pierce,
_____________
HSBC Securities (USA) Inc – s/ GOLDMAN, SACHS & COMPANY
Title:
Managing Director
Title:
By:
/s/ MATTHEW EASTWICK
J.P. Morgan Securities Inc.
Title:
Director
By:
/s/ CARL MEHLDAU
HSBC Securities (USA) Inc .
Title:
Vice President
By:
/s/ ROB GELNAW
Scotia Capital (USA) Inc.
Title:
Senior Vice President
By:
/s/ FRANK PINON
Merrill Lynch, Pierce,
_____________
HSBC Securities (USA) Inc – Barney Inc., Banc of America Securities LLC, BNP Paribas Securities Corp., Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc ., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA) Inc. and The Williams Capital Group, L.P.
_____________
HSBC Securities (USA) Inc – 10010
Deutsche Bank Securities Inc.
31 West 52nd Street
New York, NY 10019
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
HSBC Securities (USA) Inc .
452 Fifth Avenue
New York, NY 10018
J.P. Morgan Securities Inc.
270 Park Avenue
New York, NY 10017
Merrill Lynch, Pierce,
_____________
dt 317302
;
|
BNY
As referenced in this Agency Agreement:
Bank of New York – instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in immediately available funds, each payment of principal (together with interest
dt 43748
;
BNP Paribas
As referenced in this Agency Agreement:
BNP Paribas Securities Corp – NY 10013
Banc of America Securities LLC
Bank of America Corporate
Center
NCI-007-07-01
100 North Tryon Street
Charlotte, NC 28255
BNP Paribas Securities Corp .
787 Seventh Avenue
New York, NY 10019
Credit Suisse First Boston
Corporation
Eleven Madison Avenue
New York, NY 10010
Deutsche Bank Securities
_____________
BNP Paribas Securities Corp – NY 10013
Banc of America Securities LLC
Bank of America Corporate
Center
NCI-007-07-01
100 North Tryon Street
Charlotte, NC 28255
BNP Paribas Securities Corp .
Attn. FI Debt Syndication Legal
Department (Capital Markets)
787 Seventh Avenue
New York, NY 10019
Credit Suisse First Boston
Corporation
Eleven Madison
_____________
BNP Paribas Securities Corp – Smith Barney Inc.
Banc of America Securities LLC
By:
/s/ CRAIG KRINBRING
By:
/s/ MICHAEL G. CANN
Title:
Vice President
Title:
Vice President
BNP Paribas Securities Corp .
Credit Suisse First Boston Corporation
By:
/s/ DOUGLAS COOK
By:
/s/ HELENA WILLNER
Title:
Managing Director
Title:
Director
Deutsche Bank Securities Inc.
_____________
BNP Paribas Securities Corp – to be offered from time to time by Hewlett-Packard Company (the "Issuer") and Salomon Smith Barney Inc., Banc of America Securities LLC, BNP Paribas Securities Corp ., Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc., Merrill
_____________
BNP Paribas Securities Corp – NY 10013
Banc of America Securities LLC
Bank of America Corporate Center
NCI-007-07-01 100
North Tryon Street
Charlotte, NC 28255
BNP Paribas Securities Corp .
Attn. FI Debt Syndication Legal
Department (Capital Markets)
787 Seventh Avenue
New York, NY 10019
Credit Suisse First Boston
Corporation
Eleven Madison
_____________
dt 225320
;
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Agency Agreement
Agency Agreement (160K)
Doc #233888: Click preview link for longer preview.
$1,500,000,000
Hewlett-Packard Company
Medium-Term Notes, Series A, Due Nine Months or More from the Date of Issue
AGENCY AGREEMENT
May 16, 2001
{TABLE}
{S} {C} {C}
J.P. Morgan Securities Inc. ABN AMRO Incorporated Banc of America Securities LLC
270 Park Avenue 1325 Avenue of the Americas, Bank of America Corporate Center
New York, NY 10017 10th Floor NCI-007-07-01
New York, NY 10019 100 North Tryon Street
Bear, Stearns & Co. Inc. Charlotte, NC 28255
245 Park Avenue Credit Suisse First Boston
New York, NY 10167 Corporation
Eleven Madison Avenue Deutsche Banc Alex. Brown Inc.
Goldman, Sachs & Co. New York, NY 10010 31 West 52nd Street
85 Broad Street New York, NY 10019
New York, NY 10004 HSBC Securities (USA) Inc.
452 Fifth Avenue Merrill Lynch, Pierce, Fenner &
Morgan Stanley & Co. New York, NY 10018 Smith Incorporated
Incorporated 4 World Financial Center
1585 Broadway Salomon Smith Barney Inc. New York, NY 10080
New York, NY 10036 390 Greenwich Street
New York, NY 10013 The Williams Capital Group, L.P.
650 Fifth Avenue
New York, NY 10019
{/TABLE}
Ladies and Gentlemen:
1. Introduction. Hewlett-Packard Company, a Delaware corporation (the
------------
"Issuer"), confirms its agreement with each of you (individually an "Agent" and
collectively the "Agents") with respect to the issue and sale from time to time
by the Issuer on or after the date hereof of up to $1,500,000,000 in aggregate
initial offering price of its Medium-Term Notes, Series A, Due Nine Months or
More from the Date of Issue (or for Medium-Term Notes, Series A, Due Nine Months
or More from the Date of Issue, denominated in currencies or currency units
other than U.S. dollars, the equivalent thereof based on the prevailing exchange
rates at the respective times such Medium-Term Notes, Series A Due Nine Months
or More from the Date of Issue are first offered) (the "Notes") as set forth
herein.
On the basis of the representations and warranties contained herein but
subject to the terms and conditions stated herein and to the reservation by the
Issuer of the right to sell Notes directly to investors (other than broker-
dealers who have not executed this Agreement or otherwise agreed to the terms
contained herein) on its own behalf, the Issuer hereby (i) appoints each of the
Agents as an agent of the Issuer for the purpose of soliciting offers to
purchase the Notes from the Issuer and (ii) agrees that, except as otherwise
1
{PAGE}
contemplated herein, whenever it determines to sell Notes directly to any of the
Agents as principal for resale to others, it will enter into a separate
agreement, which may be a written agreement, substantially in the form of
Exhibit A hereto or an oral agreement confirmed in writing by such Agent (each a
"Terms Agreement") relating to such sale in accordance with Section 3(f) hereof.
The terms and rights of the Notes shall be as specified in or established
pursuant to the Senior Debt Securities Indenture, dated as of June 1, 2000, as
supplemented to the date hereof (the "Senior Indenture"), between the Issuer
and Chase Manhattan Bank and Trust Company, National Association, as trustee
(the "Trustee"). The Notes shall have the maturity ranges, annual interest
rates, redemption provisions, if any and other terms set forth in the Prospectus
referred to below as it may be amended or supplemented from time to time by the
Issuer in accordance with the Senior Indenture and the Procedures (as defined
below) or as otherwise agreed upon and, if applicable, will be specified in a
related Terms Agreement.
2. Representations and Warranties of the Issuer. The Issuer represents
--------------------------------------------
and warrants to, and agrees with, the Agents that as of the Closing Date, each
Representation Date, each Time of Delivery and each date on which the Issuer
accepts an offer to purchase Notes from an Agent as follows:
(a) The registration statement of the Issuer (No. 333-30786) relating
to securities of the Issuer (collectively the "Registered Securities"),
including the Notes, has been filed with the Securities and Exchange
Commission (the "Commission") and has become effective and no stop order
suspending the effectiveness of the Registration Statement has been issued
and no proceeding for that purpose has been instituted or, to the knowledge
of the Issuer, threatened (such registration statement, as amended as of
the Closing Date (as defined in Section 3(e) hereof), including all
material incorporated by reference therein, being hereinafter collectively
referred to as the "Registration Statement" and the related prospectus
included in such Registration Statement, as supplemented as of the Closing
Date, including all material incorporated by reference therein, being
hereinafter referred to as the "Prospectus"). Any reference in this
Agreement to amending or supplementing the Prospectus shall be deemed to
include the filing of materials incorporated by reference in the Prospectus
after the Closing Date and any reference in this Agreement to any amendment
or supplement to the Prospectus shall be deemed to include any such
materials incorporated by reference in the Prospectus after the Closing
Date.
(b) (i) On the effective date of the Registration Statement (the
"Effective Date"), such Registration Statement complied, and on the Closing
Date the Prospectus as then amended or supplemented will comply in all
material respects with the applicable requirements of the Securities Act of
1933 (the "Act") and the rules thereunder; (ii) on the Effective Date and
on the Closing Date the Senior Indenture did or will comply in all material
respects with the requirements of the Trust Indenture Act of 1939 (the
"Trust Indenture Act") and the rules thereunder; (iii) on the Effective
Date the Registration Statement did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and
(iv) on the Effective Date, the date of any filing pursuant to Rule 424(b)
and on the Closing Date, the Prospectus did not or will not include any
untrue statement of a material fact or omit to state any material fact
necessary, in order to make the statements, in the light of the
circumstances under which they were made, not misleading; except that the
foregoing clauses (iii) and (iv) do not apply to statements in or omissions
from any of such documents based upon written information furnished to the
Issuer by any Agent specifically for use therein or that part of the
Registration Statement which shall constitute the Statement of Eligibility
and Qualification (Form T-1) under the Trust Indenture Act of the Trustee.
233888
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BofA Securities
As referenced in this Agency Agreement:
Banc of America Securities – More from the Date of Issue
AGENCY AGREEMENT
May 16, 2001
{TABLE}
{S} {C} {C}
J.P. Morgan Securities Inc. ABN AMRO Incorporated Banc of America Securities LLC
270 Park Avenue 1325 Avenue of the Americas, Bank of America Corporate Center
New York, NY 10017 10th Floor NCI-007-07-
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Banc of America Securities – < |