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$47	Preview Full Doc	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	Scotia Capital Scotia Capital (USA) Inc. ( Financial ) As referenced in this Agency Agreement: Scotia Capital (USA) – 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 _____________ Scotia Capital (USA) – Floor Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower New York, NY 10281-1307 Attention: Product Management-Medium Term Notes Scotia Capital (USA) Inc. One Liberty Plaza 165 Broadway New York, NY 10006 Attention: Debt Capital Markets UBS Securities LLC 677 Washington Blvd. Stamford, CT _____________ SCOTIA CAPITAL (USA) – Carl J. Mehldau, Jr. Title: Vice President MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED by /s/ DIANE KENNA ------------------------------ Name: Diane Kenna Title: Authorized Signatory SCOTIA CAPITAL (USA) INC. by /s/ GREG WOYNARSKI ------------------------------ Name: Greg Woynarski Title: Managing Director UBS SECURITIES LLC by /s/ JOHN DOHERTY ------------------------------ Name: John Doherty Title: _____________ Scotia Capital (USA) – 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 an "Agent" and, collectively, the "Agents"), have agreed to use their best efforts to _____________ Scotia Capital (USA) – 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 "Agent") and UBS Securities LLC (an "Agent") (such Agency Agreement [, as amended,] the "Agreement"). WHEREAS, the parties hereto have entered _____________ dt 99173 ; BofA Securities Banc of America Securities LLC ( Financial ) 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 Banc One Capital Markets, Inc. ( Financial ) 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 Bank of New York ( Money Center Banks ) 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 Cede & Co. ( Financial ) 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 ; More...
$46	Preview Full Doc	2003	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	Scotia Capital Scotia Capital (USA) Inc. ( Financial ) As referenced in this Agency Agreement: Scotia Capital (USA) – 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 _____________ Scotia Capital (USA) – Floor Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower New York, NY 10281-1307 Attention: Product Management-Medium Term Notes Scotia Capital (USA) Inc. One Liberty Plaza 165 Broadway New York, NY 10006 Attention: Debt Capital Markets UBS Securities LLC 677 Washington Blvd. Stamford, CT _____________ SCOTIA CAPITAL (USA) – Carl J. Mehldau, Jr. Title: Vice President MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED by /s/ DIANE KENNA ------------------------------ Name: Diane Kenna Title: Authorized Signatory SCOTIA CAPITAL (USA) INC. by /s/ GREG WOYNARSKI ------------------------------ Name: Greg Woynarski Title: Managing Director UBS SECURITIES LLC by /s/ JOHN DOHERTY ------------------------------ Name: John Doherty Title: _____________ Scotia Capital (USA) – 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 an "Agent" and, collectively, the "Agents"), have agreed to use their best efforts to _____________ Scotia Capital (USA) – 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 "Agent") and UBS Securities LLC (an "Agent") (such Agency Agreement [, as amended,] the "Agreement"). WHEREAS, the parties hereto have entered _____________ dt 99174 ; BofA Securities Banc of America Securities LLC ( Financial ) 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 Banc One Capital Markets, Inc. ( Financial ) 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 Bank of New York ( Money Center Banks ) 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 Cede & Co. ( Financial ) 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 ; More...
$52	Preview Full Doc	2002	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	Scotia Capital Scotia Capital (USA) Inc. ( Financial ) As referenced in this Agency Agreement: Scotia Capital (USA) – 270 Park Avenue New York, NY 10017 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center 15th Floor New York, NY 10080 Scotia Capital (USA) Inc. Corporate Bond Group 1 Liberty Plaza 165 Broadway, 25th Floor New York, NY 10006 The Williams Capital Group, L.P. 650 _____________ Scotia Capital (USA) – 270 Park Avenue New York, NY 10017 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center 15th Floor New York, NY 10080 Scotia Capital (USA) Inc. Corporate Bond Group 1 Liberty Plaza, 25th Floor 165 Broadway New York, NY 10006 The Williams Capital Group, L.P. 650 _____________ Scotia Capital (USA) – 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, Fenner & Smith Incorporated Title: Managing Director By: /s/ SABINA CEDDIA _____________ Scotia Capital (USA) – 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. as agents (each individually an "Agent" and collectively the "Agents"), have agreed to use _____________ Scotia Capital (USA) – Securities Inc. 270 Park Avenue New York, NY 10017 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, NY 10080 Scotia Capital (USA) Inc. Corporate Bond Group 1 Liberty Plaza 165 Broadway, 25th Floor New York, NY 10026 The Williams Capital Group, L.P. 650 _____________ dt 99199 ; Hewlett-Packard Hewlett-Packard Co. ( Computer Peripherals ) 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 HSBC Securities (USA), Inc. 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 ;	BofA Securities Banc of America Securities LLC ( Financial ) 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 ; BNY Bank of New York ( Money Center Banks ) 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 ; More...
$48	Preview Full Doc	2004	Underwriting Agreement Underwriting Agreement (74K) Doc #1095754: Click preview link for longer preview. COMMON STOCK UNDERWRITING AGREEMENT Common Stock Underwriting Agreement Exhibit 1.1 13,000,000 Shares PREMCOR INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT April 20, 2004 April 20, 2004 Morgan Stanley & Co. Incorporated Credit Suisse First Boston LLC Citigroup Global Markets Inc. UBS Securities LLC c/o Morgan Stanley & Co. Incorporated 1585 . . . 1095754	Scotia Capital Scotia Capital (USA) Inc. ( Financial ) As referenced in this Underwriting Agreement: Scotia Capital (USA) Inc – Global Markets Inc. 1,852,500 UBS Securities LLC 1,852,500 Banc of America Securities LLC 603,000 SunTrust Capital Markets, Inc. 163,500 Barclays Capital Inc. 124,600 Scotia Capital (USA) Inc . 124,600 Wells Fargo Securities, LLC 124,600 Petrie Parkman & Co. 46,600 Natexis Bleichroeder Inc. 37,700 BNY Capital Markets, Inc. 37,700 Credit Lyonnais Securities (USA) _____________ dt 1534606 ; Citicorp Citicorp North America, Inc. As referenced in this Underwriting Agreement: Citicorp North America, Inc – liens, encumbrances, equities or claims, other than liens created pursuant to the Pledge and Security Agreement, dated as of April 13, 2004, among PRG, Premcor P.A. Pipeline Company, and Citicorp North America, Inc ., as administrative agent; all of the issued and outstanding shares of capital stock of Port Arthur Finance Corp. (“PAFC”) have been duly and validly authorized and issued, _____________ Citicorp North America, Inc – q) Except in each case as described in the Prospectus or pursuant to the Credit Agreement dated as of April 13, 2004, among PRG, the lenders and issuers party thereto, Citicorp North America, Inc ., as administrative agent, Fleet National Bank, as syndication agent and Bank One, NA and SunTrust Bank, as co-documentation agents (the “Credit Agreement”), subsequent to December 31, _____________ dt 1418177 ; Premcor Premcor Inc. ( Oil & Gas Operations ) As referenced in this Underwriting Agreement: PREMCOR INC – Common Stock Underwriting Agreement Exhibit 1.1 13,000,000 Shares PREMCOR INC . COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT April 20, 2004 April 20, 2004 Morgan Stanley & Co. Incorporated Credit Suisse First Boston LLC Citigroup Global Markets _____________ Premcor Inc – Credit Suisse First Boston LLC Citigroup Global Markets Inc. UBS Securities LLC c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: Premcor Inc ., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 13,000,000 shares _____________ Premcor Inc – 450 Lexington Avenue, New York, NY 10017, fax no. (212) 450-3890, attention: Winthrop B. Conrad, Jr., or if sent to the Company, shall be mailed, delivered or telefaxed to Premcor Inc ., 1700 East Putnam Avenue, Suite 400, Old Greenwich, CT 06870, fax no. (203) 698-7940, attention: General Counsel, with a copy to Stroock & Stroock & Lavan LLP, 180 _____________ Premcor Inc – with a copy to Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, NY 10038, fax no. (212) 806-7836, attention: Martin H. Neidell. 25 Very truly yours, Premcor Inc . By: Name: Title: Accepted as of the date hereof Morgan Stanley & Co. Incorporated Credit Suisse First Boston LLC Citigroup Global Markets Inc. UBS Securities LLC Acting severally on _____________ Premcor Inc – Dear Sirs and Mesdames: The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Premcor Inc ., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley, Credit Suisse First Boston LLC _____________ dt 1558434 ;	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Underwriting Agreement: Banc of America Securities LLC – Purchased Morgan Stanley & Co. Incorporated 4,290,000 Credit Suisse First Boston LLC 3,705,000 Citigroup Global Markets Inc. 1,852,500 UBS Securities LLC 1,852,500 Banc of America Securities LLC 603,000 SunTrust Capital Markets, Inc. 163,500 Barclays Capital Inc. 124,600 Scotia Capital (USA) Inc. 124,600 Wells Fargo Securities, LLC 124,600 Petrie Parkman & Co. _____________ dt 1356303 ; Bank One Bank One, NA ( Financial ) As referenced in this Underwriting Agreement: Bank One, NA – Credit Agreement dated as of April 13, 2004, among PRG, the lenders and issuers party thereto, Citicorp North America, Inc., as administrative agent, Fleet National Bank, as syndication agent and Bank One, NA and SunTrust Bank, as co-documentation agents (the “Credit Agreement”), subsequent to December 31, 2003, (i) the Company and its subsidiaries have not incurred any material liability _____________ dt 1374429 ; More...
$48	Preview Full Doc	2004	Underwriting Agreement Underwriting Agreement (74K) Doc #1543324: Click preview link for longer preview. 13,000,000 Shares PREMCOR INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT April 20, 2004 April 20, 2004 Morgan Stanley & Co. Incorporated Credit Suisse First Boston LLC Citigroup Global Markets Inc. UBS Securities LLC c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear . . . 1543324	Scotia Capital Scotia Capital (USA) Inc. ( Financial ) As referenced in this Underwriting Agreement: Scotia Capital (USA) Inc – Global Markets Inc. 1,852,500 UBS Securities LLC 1,852,500 Banc of America Securities LLC 603,000 SunTrust Capital Markets, Inc. 163,500 Barclays Capital Inc. 124,600 Scotia Capital (USA) Inc . 124,600 Wells Fargo Securities, LLC 124,600 Petrie Parkman & Co. 46,600 Natexis Bleichroeder Inc. 37,700 BNY Capital Markets, Inc. 37,700 Credit Lyonnais Securities (USA) _____________ dt 1534812 ; Citicorp Citicorp North America, Inc. As referenced in this Underwriting Agreement: Citicorp North America, Inc – liens, encumbrances, equities or claims, other than liens created pursuant to the Pledge and Security Agreement, dated as of April 13, 2004, among PRG, Premcor P.A. Pipeline Company, and Citicorp North America, Inc ., as administrative agent; all of the issued and outstanding shares of capital stock of Port Arthur Finance Corp. (PAFC) have been duly and validly authorized and issued, are fully _____________ Citicorp North America, Inc – q) Except in each case as described in the Prospectus or pursuant to the Credit Agreement dated as of April 13, 2004, among PRG, the lenders and issuers party thereto, Citicorp North America, Inc ., as administrative agent, Fleet National Bank, as syndication agent and Bank One, NA and SunTrust Bank, as co-documentation agents (the Credit Agreement), subsequent to December 31, 2003, (i) _____________ dt 1418323 ; Premcor Premcor Inc. ( Oil & Gas Operations ) As referenced in this Underwriting Agreement: PREMCOR INC – Common Stock Underwriting Agreement EX-1.1 3 dex11.htm COMMON STOCK UNDERWRITING AGREEMENT Exhibit 1.1 13,000,000 Shares PREMCOR INC . COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT April 20, 2004 April 20, 2004 Morgan Stanley & Co. Incorporated Credit Suisse First Boston LLC Citigroup Global Markets _____________ Premcor Inc – Credit Suisse First Boston LLC Citigroup Global Markets Inc. UBS Securities LLC c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: Premcor Inc ., a Delaware corporation (the Company), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the Underwriters) 13,000,000 shares of its common stock, _____________ Premcor Inc – 450 Lexington Avenue, New York, NY 10017, fax no. (212) 450-3890, attention: Winthrop B. Conrad, Jr., or if sent to the Company, shall be mailed, delivered or telefaxed to Premcor Inc ., 1700 East Putnam Avenue, Suite 400, Old Greenwich, CT 06870, fax no. (203) 698-7940, attention: General Counsel, with a copy to Stroock & Stroock & Lavan LLP, 180 _____________ Premcor Inc – with a copy to Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, NY 10038, fax no. (212) 806-7836, attention: Martin H. Neidell. 25 Very truly yours, Premcor Inc . By: Name: Title: Accepted as of the date hereof Morgan Stanley & Co. Incorporated Credit Suisse First Boston LLC Citigroup Global Markets Inc. UBS Securities LLC Acting severally on _____________ Premcor Inc – New York, NY 10036 Dear Sirs and Mesdames: The undersigned understands that Morgan Stanley & Co. Incorporated (Morgan Stanley) proposes to enter into an Underwriting Agreement (the Underwriting Agreement) with Premcor Inc ., a Delaware corporation (the Company), providing for the public offering (the Public Offering) by the several Underwriters, including Morgan Stanley, Credit Suisse First Boston LLC and Citigroup Global Markets _____________ dt 1558444 ;	Premcor Refining Group Premcor Refining Group Inc ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Underwriting Agreement: Banc of America Securities LLC – Purchased Morgan Stanley & Co. Incorporated 4,290,000 Credit Suisse First Boston LLC 3,705,000 Citigroup Global Markets Inc. 1,852,500 UBS Securities LLC 1,852,500 Banc of America Securities LLC 603,000 SunTrust Capital Markets, Inc. 163,500 Barclays Capital Inc. 124,600 Scotia Capital (USA) Inc. 124,600 Wells Fargo Securities, LLC 124,600 Petrie Parkman & Co. _____________ dt 1357539 ; More...
$50	Preview Full Doc	2002	Debt Securities Underwriting Agreement Debt Securities Underwriting Agreement (94K) Doc #214766: Click preview link for longer preview. TENET HEALTHCARE CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENT New York, New York March 4, 2002 To the Representatives of the several Underwriters named in the respective Pricing Agreements hereinafter described. Ladies and Gentlemen: From time to time, Tenet Healthcare Corporation, a corporation organized under the laws of Nevada (the "Company"), proposes to enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the "Securities") specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the "Designated Securities"). The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture (such indenture, including any supplement thereto relating to the Designated Securities, the "Indenture") identified in such Pricing Agreement. 1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for whom the firms designated as representatives of the Underwriters of such Designated Securities in the Pricing Agreement relating thereto will act as representatives (the "Representatives"). The term "Representatives" also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement and Prospectus, as defined below, with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint. Certain terms used herein are defined in Section 17 hereof. 2. Representations and Warranties. The Company represents and warrants to, and agrees with, each of the Underwriters that: (a) A registration statement on Form S-3 (File No. 333-74640) (the "Initial Registration Statement") in respect of the Securities has been filed with the Securities and Exchange Commission (the "Commission"); such Initial Registration Statement and any post-effective amendment thereto have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), which became effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than the prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act); and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act, being hereinafter called a "Preliminary Prospectus"; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the Initial Registration Statement at the time such part of the registration statement became effective but excluding Form T-1, each as amended at the time such part of the registration statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, being hereinafter called the "Registration Statement"; the prospectus relating to the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the applicable Designated Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(d) hereof, including any documents incorporated by reference therein as of the date of such filing). (b) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; 214766	Scotia Capital Scotia Capital (USA) Inc. ( Financial ) As referenced in this Debt Securities Underwriting Agreement: Scotia Capital (USA) – 12,000,000 Morgan Stanley & Co. Incorporated 12,000,000 Mizuho International plc 12,000,000 PNC Capital Markets, Inc. 12,000,000 Scotia Capital (USA) Inc. 12,000,000 SunTrust Capital Markets, Inc. 12,000,000 UBS Warburg LLC 12,000,000 Total $ 600,000,000 3 _____________ dt 99193 ; Mizuho Int'l Mizuho International plc ( Miscellany ) As referenced in this Debt Securities Underwriting Agreement: Mizuho International plc – P. Morgan Securities Inc. 12,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated 12,000,000 Morgan Stanley & Co. Incorporated 12,000,000 Mizuho International plc 12,000,000 PNC Capital Markets, Inc. 12,000,000 Scotia Capital (USA) Inc. 12,000,000 SunTrust Capital Markets, Inc. 12, _____________ dt 225632 ; Tenet Healthcare Tenet Healthcare Corp. ( Healthcare Facilities ) As referenced in this Debt Securities Underwriting Agreement: tenet healthcare – 4.1 TENET HEALTHCARE CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENT New York, tenet healthcare – Ladies and Gentlemen: From time to time, Tenet Healthcare Corporation, a corporation organized under the laws of Nevada (the "Company"), proposes to enter into tenet healthcare – a binding agreement between the Company and the several Underwriters. Very truly yours, Tenet Healthcare Corporation By: /s/ STEPHEN D. FARBER & ;tenet healthcare – March 4, 2002 Ladies and Gentlemen: ;Tenet Healthcare Corporation, a corporation organized under the laws of Nevada (the "Company"), proposes, subject to the tenet healthcare – the Representatives as to the authority of the signers thereof. Very truly yours, TENET HEALTHCARE CORPORATION By /s/ STEPHEN D. FARBER & dt 14345 ;