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364-Day Credit Agreement
364-Day Credit Agreement (252K)
Doc #312324: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
dated as of
April 25, 2001
among
METLIFE, INC.
METROPOLITAN LIFE INSURANCE COMPANY
METLIFE FUNDING, INC.,
as Borrowers
The LENDERS Party Hereto
LEHMAN COMMERCIAL PAPER, INC.,
THE CHASE MANHATTAN BANK,
CITIBANK, N.A.
and
CREDIT SUISSE FIRST BOSTON,
as Co-Syndication Agents
and
BANK OF AMERICA, N.A.
as Administrative Agent
$1,250,000,000
BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Book Manager
================================================================================
{PAGE} 2
TABLE OF CONTENTS
Page
----
ARTICLE I Definitions.......................................................1
SECTION 1.1 Defined Terms..............................................1
SECTION 1.2 Classification of Loans and Borrowings....................15
SECTION 1.3 Terms Generally...........................................15
SECTION 1.4 Accounting Terms; GAAP; SAP...............................16
ARTICLE II The Credits...............................................16
SECTION 2.1 Commitments...............................................16
SECTION 2.2 Loans and Borrowings......................................16
SECTION 2.3 Requests for Revolving Borrowings.........................17
SECTION 2.4 Competitive Bid Procedure.................................18
SECTION 2.5 Funding of Borrowings.....................................20
SECTION 2.6 Interest Elections........................................21
SECTION 2.7 Termination and Reduction of Commitments..................22
SECTION 2.8 Repayment of Loans; Evidence of Debt......................23
SECTION 2.9 Prepayment of Loans.......................................24
SECTION 2.10 Fees......................................................24
SECTION 2.11 Interest..................................................25
SECTION 2.12 Alternate Rate of Interest................................26
SECTION 2.13 Increased Costs...........................................26
SECTION 2.14 Break Funding Payments....................................27
SECTION 2.15 Taxes.....................................................28
SECTION 2.16 Payments Generally; Pro Rata Treatment;
Sharing of Set-offs.......................................29
SECTION 2.17 Mitigation Obligations; Replacement of Lenders............30
SECTION 2.18 Extension of Termination Date.............................31
SECTION 2.19 Extension of Maturity Date................................33
ARTICLE III THE LETTERS OF CREDIT............................................33
SECTION 3.1 Amounts and Terms of L/C Commitments......................33
SECTION 3.2 Issuance, Amendment and Renewal of Letters of Credit......34
SECTION 3.3 Drawing and Reimbursements................................35
SECTION 3.4 Repayment of L/C Advances ................................38
SECTION 3.5 Role of the Lenders ......................................38
(i)
{PAGE} 3
TABLE OF CONTENTS
(Continued)
Page
----
SECTION 3.6 Obligations Absolute .....................................39
SECTION 3.7 Risk Participations, Drawings and Reimbursements .........40
SECTION 3.8 Cash Collateral Pledge; Repayment of L/C Advances.........40
SECTION 3.9 Letter of Credit Fees.....................................40
SECTION 3.10 Uniform Customs and Practice .............................41
SECTION 3.11 Applicant.................................................41
ARTICLE IV REPRESENTATIONS AND WARRANTIES...................................41
SECTION 4.1 Organization; Powers......................................41
SECTION 4.2 Authorization; Enforceability.............................41
SECTION 4.3 Governmental Approvals; No Conflicts......................42
SECTION 4.4 Financial Condition; No Material Adverse Change...........42
SECTION 4.5 Properties................................................42
SECTION 4.6 Litigation and Environmental Matters......................42
SECTION 4.7 Compliance with Laws and Agreements.......................43
SECTION 4.8 Investment and Holding Company Status.....................43
SECTION 4.9 Taxes.....................................................43
SECTION 4.10 ERISA.....................................................43
SECTION 4.11 Disclosure................................................43
SECTION 4.12 Margin Stock..............................................44
ARTICLE V CONDITIONS.......................................................44
SECTION 5.1 Effective Date............................................44
SECTION 5.2 Each Credit Event.........................................45
ARTICLE VI AFFIRMATIVE COVENANTS............................................45
SECTION 6.1 Financial Statements and Other Information................45
SECTION 6.2 Notices of Defaults.......................................46
SECTION 6.3 Existence; Conduct of Business............................46
SECTION 6.4 Payment of Obligations....................................46
SECTION 6.5 Maintenance of Properties; Insurance......................46
SECTION 6.6 Books and Records; Inspection Rights......................47
SECTION 6.7 Compliance with Laws......................................47
SECTION 6.8 Use of Proceeds...........................................47
(ii)
{PAGE} 4
TABLE OF CONTENTS
(Continued)
Page
----
SECTION 6.9 Support Agreement.........................................47
ARTICLE VII NEGATIVE COVENANTS...............................................47
SECTION 7.1 Liens.....................................................47
SECTION 7.2 Fundamental Changes.......................................49
SECTION 7.3 Transactions with Affiliates..............................49
SECTION 7.4 Adjusted Statutory Surplus................................49
ARTICLE VIII EVENTS OF DEFAULT................................................49
ARTICLE IX AGENTS...........................................................52
SECTION 9.1 Administrative Agent......................................52
SECTION 9.2 L/C Administrator.........................................54
SECTION 9.3 Co-Syndication Agents.....................................54
ARTICLE X MISCELLANEOUS....................................................54
SECTION 10.1 Notices...................................................54
SECTION 10.2 Waivers; Amendments.......................................54
SECTION 10.3 Expenses; Indemnity: Damage; Waiver.......................55
SECTION 10.4 Successors and Assigns....................................56
SECTION 10.5 Survival..................................................59
SECTION 10.6 Counterparts; Integration; Effectiveness..................59
SECTION 10.7 Severability..............................................60
SECTION 10.8 Right of Setoff...........................................60
312324
|
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – METLIFE, INC.
METROPOLITAN LIFE INSURANCE COMPANY
METLIFE FUNDING, INC.,
as Borrowers
The LENDERS Party Hereto
LEHMAN COMMERCIAL PAPER, INC.,
THE CHASE MANHATTAN BANK,
CITIBANK, N.A.
and
CREDIT SUISSE FIRST BOSTON,
as Co-Syndication Agents
and
BANK OF AMERICA, N.A.
as Administrative Agent
$1,250,000,000
_____________
CITIBANK, N.A. – INC. ("Funding" and together with the Company and MetLife, the
"Borrowers"); the LENDERS party hereto; LEHMAN COMMERCIAL PAPER, INC., THE CHASE
MANHATTAN BANK, CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication
Agents and BANK OF AMERICA, N.A., as Administrative Agent.
The parties hereto agree
_____________
CITIBANK, N.A. – N.A.
individually and as
Administrative Agent,
By: /s/ Leslie Reed
-----------------------------
Leslie Reed
Vice President
364-Day Credit Agreement
S-2
{PAGE} 69
CITIBANK, N.A.
By: /s/ Sandra Heim
------------------------------
Sandra Heim
Vice President
364-Day Credit Agreement
S-3
{PAGE} 70
CREDIT SUISSE FIRST BOSTON
By: /s/
_____________
Citibank, N.A. – Agreement"),
among MetLife, Inc., Metropolitan Life Insurance Company, MetLife Funding, Inc.;
the Lenders named therein, Lehman Commercial Paper, Inc., The Chase Manhattan
Bank, Citibank, N.A. and Credit Suisse First Boston, as Co-Syndication Agents
and Bank of America, N.A., as Administrative Agent for the Lenders. Terms
_____________
Citibank, N.A. – as of April 25, 2001 (the "Credit Agreement"), among the Borrowers, the
lenders named therein, Lehman Commercial Paper, Inc., The Chase Manhattan Bank,
Citibank, N.A. and Credit Suisse First Boston, as Co-Syndication Agents and Bank
of America, N.A., as Administrative Agent, providing for loans to
_____________
dt 341180
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – or
permitted by the Applicable Insurance Regulatory Authority or the NAIC.
"S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc ., and any successor thereto.
"SEC" means the Securities and Exchange Commission or any
governmental authority succeeding to its principal functions.
"SPC" has
_____________
dt 346112
;
|
MetLife
As referenced in this 364-Day Credit Agreement:
METLIFE, INC – txt
{DESCRIPTION}364-DAY CREDIT AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.21
================================================================================
364-DAY CREDIT AGREEMENT
dated as of
April 25, 2001
among
METLIFE, INC .
METROPOLITAN LIFE INSURANCE COMPANY
METLIFE FUNDING, INC.,
as Borrowers
The LENDERS Party Hereto
LEHMAN COMMERCIAL PAPER, INC.,
THE CHASE MANHATTAN BANK,
CITIBANK,
_____________
METLIFE,
INC – the Borrowers
Exhibit C - Form of L/C Application
(iv)
{PAGE} 6
364-DAY CREDIT AGREEMENT dated as of April 25, 2001, among METLIFE,
INC . ("MetLife") METROPOLITAN LIFE INSURANCE COMPANY (the "Company") and METLIFE
FUNDING INC. ("Funding" and together with the Company and MetLife, the
"Borrowers"); the
_____________
MetLife, Inc – except that the Maturity
Date may be extended pursuant to Section 2.19 hereof.
364-Day Credit Agreement
11
{PAGE} 17
"MetLife" means MetLife, Inc ., a Delaware corporation.
"Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.
"NAIC" means the National
_____________
METLIFE, INC – hereto have caused this Agreement
to be duly executed by their respective authorized officers as of the day and
year first above written.
METLIFE, INC .
By: /s/ Leland C. Launer, Jr.
--------------------------------
Leland C. Launer, Jr.
Treasurer
METROPOLITAN LIFE INSURANCE
COMPANY
By: /s/ Leland C. Launer, Jr.
-------------------------------
Leland
_____________
MetLife, Inc – to the Credit Agreement dated as of April
25, 2001 (as amended and in effect on the date hereof, the "Credit Agreement"),
among MetLife, Inc ., Metropolitan Life Insurance Company, MetLife Funding, Inc.;
the Lenders named therein, Lehman Commercial Paper, Inc., The Chase Manhattan
Bank, Citibank, N.A.
_____________
dt 317196
;
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364-Day Credit Agreement [Amended and Restated No. 2]
364-Day Credit Agreement [Amended and Restated No. 2] (27K)
Doc #312344: Click preview link for longer preview.
SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
dated as of
April 25, 2000
among
METROPOLITAN LIFE INSURANCE COMPANY
METLIFE FUNDING, INC.,
as Borrowers
The LENDERS Party Hereto
CREDIT SUISSE FIRST BOSTON,
as Syndication Agent and Co-Arranger
CITIBANK, N.A.
THE BANK OF NEW YORK,
as Documentation Agents
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
-------------------------
$1,000,000,000
-------------------------
CHASE SECURITIES INC.,
as Advisor, Lead Arranger and Book Manager
================================================================================
{PAGE} 2
SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as
of April 25, 2000 (the "Restatement Date") among:
METROPOLITAN LIFE INSURANCE COMPANY (the "Company");
METLIFE FUNDING, INC. ("Funding") and together with the
Company, the "Borrowers");
each of the banks and other financial institutions that is a
signatory hereto (individually, a "Lender" and, collectively, the
"Lenders"); and
THE CHASE MANHATTAN BANK, as administrative agent for the
Lenders (in such capacity, together with its successors in such
capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrowers, certain of the Lenders and the
Administrative Agent are party to an Amended and Restated 364-Day Credit
Agreement dated as of April 26, 1999 (the "Existing Credit Agreement") providing
for the making of loans by the Lenders party thereto to the Borrowers in an
aggregate principal amount up to $1,000,000,000 (as the same may be increased
pursuant to Section 2.19 thereof);
WHEREAS, the parties hereto desire to amend in certain
respects and restate in its entirety the Existing Credit Agreement;
NOW, THEREFORE, the parties hereto agree to amend the Existing
Credit Agreement as set forth in Section 2 hereof and to restate the Existing
Credit Agreement to read in its entirety as set forth in the Existing Credit
Agreement (which Existing Credit Agreement is incorporated herein by this
reference), as amended by the amendments set forth in Section 2 hereof:
Section 1. Definitions. Capitalized terms used but not
otherwise defined herein have the meanings given them in the Existing Credit
Agreement.
Section 2. Amendments. Subject to the satisfaction of the
conditions specified in Section 4 hereof, but with effect on and after the
Restatement Date, the Existing Credit Agreement shall be amended as follows:
2.01. General. Each reference to the "Credit
Agreement" and words of similar import in the Existing Credit
Agreement, as amended and restated hereby shall be a reference to the
Existing Credit Agreement as amended and restated hereby and as the
Second Amended and Restated 364-Day Credit Agreement
----------------------------------------------------
{PAGE} 3
-2-
same may be further amended, supplemented and otherwise modified and in
effect from time to time.
2.02. Definitions.
(a) Section 1.01 of the Existing Credit Agreement
shall be amended by amending and restating the following definition as
follows:
"Maturity Date" means April 24, 2001, as such date
may be extended pursuant to Section 2.18 hereof.
(b) Section 1.01 of the Existing Credit Agreement
shall be amended by adding the following definitions:
"Adjusted Statutory Surplus" means, at any time, the
sum of (i) Statutory Surplus (calculated in accordance with
the NAIC Statements, page 3, column 1, line 38) plus (ii)
Asset Valuation Reserve (calculated in accordance with the
NAIC Statements, page 3, column 1, line 24.1).
"MetLife" means MetLife, Inc., a Delaware
corporation.
"Second Restatement Effective Date" means the date
upon which the conditions specified in Section 4 of this
Second Amended and Restated 364-Day Credit Agreement shall
have been satisfied.
"Structured Transaction Liens" means Liens granted by
the Company to (A) a 99%-owned Subsidiary (the "Relevant
Subsidiary") in connection with a structured private
investment transaction entered into in September 1999 (the
"Structured Transaction") where (i) in connection with such
transaction, such Liens are assigned to a special purpose
Subsidiary of the Company (the "SPV") in which the Company is
the holder of all outstanding obligations (other than ordinary
course administrative expenses and common equity interests)
and (ii) the assets covered by such Liens consist solely of
the rights of the Company against the SPV; and (B) the SPV in
connection with the Structured Transaction which are
subordinated to, and exercisable only after, the Liens
described in the preceding clause (A) and which cover only the
assets covered by the Liens described in said clause (A).
2.03. Amendment of Section 5.01(a). Section 5.01(a)
of the Existing Credit Agreement shall be amended to read in its
entirety as follows:
" (a) (i) as soon as available, but not later than
120 days after the end of each fiscal year of MetLife, copies of
MetLife's annual report on Form 10-K as filed with the SEC for such
fiscal year; and (ii) as soon as available, but not later than 45 days
after the end of each of the first three fiscal quarters of each fiscal
year of MetLife, copies of MetLife's quarterly report on Form 10-Q as
filed with the SEC for such fiscal quarter, in
Second Amended and Restated 364-Day Credit Agreement
----------------------------------------------------
{PAGE} 4
-3-
each case certified by an appropriate Financial Officer as being the
complete and correct copies of the statements on such forms furnished
by MetLife to the SEC;".
2.04. Amendment of Section 6.01. Section 6.01 of the
Existing Credit Agreement shall be amended by re-lettering clauses (g),
(h), (i), (j) and (k) as clauses (h), (i), (j), (k) and (l)
respectively, and adding the following new clause (g) immediately
312344
|
Citibank
As referenced in this 364-Day Credit Agreement [Amended and Restated No. 2]:
CITIBANK, N.A. – METROPOLITAN LIFE INSURANCE COMPANY
METLIFE FUNDING, INC.,
as Borrowers
The LENDERS Party Hereto
CREDIT SUISSE FIRST BOSTON,
as Syndication Agent and Co-Arranger
CITIBANK, N.A.
THE BANK OF NEW YORK,
as Documentation Agents
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
-------------------------
$1,000,000,000
-------------------------
CHASE SECURITIES
_____________
CITIBANK, N.A. – Title:
By:
----------------------------------------
Name:
Title:
Second Amended and Restated 364-Day Credit Agreement
----------------------------------------------------
{PAGE} 7
-6-
THE BANK OF NEW YORK
By:
----------------------------------------
Name:
Title:
CITIBANK, N.A.
By:
----------------------------------------
Name:
Title:
BANK ONE, NA (formerly known as The First
National Bank of Chicago)
By:
----------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
_____________
Citibank, N.A. – C}
The Chase Manhattan Bank 67,500,000
Credit Suisse First Boston 67,500,000
The Bank of New York 67,500,000
Citibank, N.A. 67,500,000
Bank One, NA (formerly known as The First 50,000,000
National Bank of Chicago)
First Union National Bank
_____________
dt 341182
;
MetLife
As referenced in this 364-Day Credit Agreement [Amended and Restated No. 2]:
MetLife, Inc – line 38) plus (ii)
Asset Valuation Reserve (calculated in accordance with the
NAIC Statements, page 3, column 1, line 24.1).
"MetLife" means MetLife, Inc ., a Delaware
corporation.
"Second Restatement Effective Date" means the date
upon which the conditions specified in Section 4 of this
Second Amended
_____________
dt 317214
;
|
 BofA
As referenced in this 364-Day Credit Agreement [Amended and Restated No. 2]:
BANK OF AMERICA, N.A. – A.
By:
----------------------------------------
Name:
Title:
Second Amended and Restated 364-Day Credit Agreement
----------------------------------------------------
{PAGE} 8
-7-
BANCO SANTANDER
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
BANK OF AMERICA, N.A. , f/k/a
Bank of America National Trust and
Savings Association, successor by merger
to Bank of America, N.A., f/k/
_____________
Bank of America Na – 364-Day Credit Agreement
----------------------------------------------------
{PAGE} 8
-7-
BANCO SANTANDER
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., f/k/a
Bank of America Na tional Trust and
Savings Association, successor by merger
to Bank of America, N.A., f/k/a
NationsBank, N.A., successor by merger
_____________
Bank of America, N.A. – By:
----------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., f/k/a
Bank of America National Trust and
Savings Association, successor by merger
to Bank of America, N.A. , f/k/a
NationsBank, N.A., successor by merger
to NationsBank of Texas, N.A.
By:
----------------------------------------
Name:
Title:
DEUTSCHE BANK, AG NEW
_____________
Bank of America, N.A. – Bank of Chicago)
First Union National Bank 50,000,000
Fleet National Bank 50,000,000
Mellon Bank, N.A. 50,000,000
Bank of America, N.A. 50,000,000
Deutsche Bank 50,000,000
Banco Santander 40,000,000
State Street Bank and Trust Company 40,000,000
_____________
dt 319066
;
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| 2000 |
Agency Agreement
Agency Agreement (152K)
Doc #198531: Click preview link for longer preview.
$12,107,437,190
International Business Machines Corporation
U.S. Medium-Term Notes
AGENCY AGREEMENT
JUNE 22, 2000
Chase Securities Inc.
270 Park Avenue
New York, New York 10017-2070
Credit Suisse First Boston Corporation
11 Madison Avenue
5th Floor
New York, New York 10010
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center
North Tower
New York, New York 10281-1315
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
1. INTRODUCTION. International Business Machines Corporation, a New
York 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 $12,107,437,190 in aggregate initial offering price of its Medium-Term Debt
Securities (or for Medium-Term Debt Securities 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 Securities
are first offered) (the "Securities") issued under Article Three of the
Indenture dated as of October 1, 1993, as supplemented by the First Supplemental
Indenture thereto dated as of December 15, 1995 (the "Indenture"), between the
Issuer and The Chase Manhattan Bank, as trustee (the "Trustee"). The Securities
will be issued, and the terms thereof established, from time to time by the
Issuer in accordance with the Indenture and the Procedures (as defined in
Section 3(d) hereof).
2. REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The Issuer represents
and warrants to, and agrees with, each Agent as follows:
(a) Registration statements of the Issuer (Nos. 333-37034 and
333-70521), relating to securities of the Issuer (collectively the
"Registered Securities"), including the Securities, have been filed with
the Securities and Exchange Commission (the "Commission") and have become
effective (such registration statements, 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 prospectus dated JUNE 20, 2000, a form
of which is included in Registration Statement No. 333-37034, 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) On the effective date of each registration statement included in
the definition of Registration Statement, such registration statement
conformed, and on the Closing Date, the Prospectus as then amended or
supplemented will conform, in all material respects to the requirements of
the Securities Act of 1933 (the "Act"), the Securities Exchange Act of
1934 (the "Exchange Act"), the Trust Indenture Act of 1939 (the "Trust
Indenture Act") and the rules and regulations of the Commission thereunder
(the "Rules and Regulations"), and on its effective date each registration
statement did not, and such Prospectus will not, include any untrue
statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading, except that the foregoing does 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.
3. APPOINTMENT AS AGENT; SOLICITATIONS AS AGENT.
(a) Subject to the terms and conditions stated herein, the Issuer
hereby appoints each of the Agents an agent of the Issuer for the purpose
of soliciting or receiving offers to purchase the Securities from the
Issuer by others. Nothing contained in this Agreement shall be construed
to prevent the Issuer from selling at any time to any person any
Registered Securities, including the Securities, directly on its own
behalf or in a firm commitment underwriting pursuant to an underwriting
agreement that does not provide for a continuous offering of such
Securities. Each Agent agrees to use its reasonable efforts to solicit
purchases of the Securities on the terms and subject to the conditions set
forth herein and in the Procedures (as defined below).
(b) On the basis of the representations and warranties contained
herein, but subject to the terms and conditions herein set forth, each
Agent agrees, as agent of the Issuer, to solicit offers to purchase the
Securities upon the terms and conditions set forth in the Prospectus, as
from time to time amended or supplemented.
Upon receipt of notice from the Issuer as contemplated by Section
4(b) hereof, the Agents shall suspend solicitation of offers to purchase
the Securities until such time as the Issuer shall have furnished them
with an amendment or supplement to the Registration Statement or the
Prospectus, as the case may be, contemplated by Section 4(b) and shall
have advised the Agents that such solicitation may be resumed.
The Issuer reserves the right, in its sole discretion, to suspend
solicitation of offers to purchase the Securities commencing at any time
for any period of time or permanently. Upon receipt of notice from the
Issuer, the Agents will forthwith suspend solicitation of offers to
purchase the Securities from the Issuer until such time as the Issuer has
advised the Agents that such solicitation may be resumed. During any such
suspension, the Issuer's obligations under Sections 6(a), 6(b), 6(c) and
6(d) shall be suspended, except with respect to Notes held by an Agent for
resale during the first 180 days after the Agent's purchase thereof and
identified in a notice from the Agent to the Issuer as being held by such
Agent for resale during such period.
Unless otherwise mutually agreed upon between the Issuer and the
Agent soliciting such offer, the Agents are authorized to solicit offers
to purchase Securities only in fully registered form in denominations of
$1,000 or any multiple thereof. The authorized denominations of Securities
not denominated in U.S. dollars will be determined by the Issuer at the
time of sale. Each Agent shall communicate to the Issuer, orally or in
writing, each reasonable offer to purchase the Securities received by it
as Agent. The Issuer shall have the sole right to accept offers to
purchase the Securities and may reject any such offer, in whole or in
part. Each Agent shall have the right, in its discretion reasonably
exercised, without notice to the Issuer, to reject any offer to purchase
the Securities received by it, in whole or in part, and any such rejection
shall not be deemed a breach of its agreement contained herein.
198531
|
IBM
As referenced in this Agency Agreement:
international business machines – 1.txt
EXHIBIT 1
Exhibit 1
EXECUTION COPY
$12,107,437,190
International Business Machines Corporation
U.S. Medium-Term Notes
AGENCY AGREEMENT
JUNE 22, 2000
Chase Securities Inc.
international business machines – Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
1. INTRODUCTION. International Business Machines Corporation, a New
York corporation (the "Issuer"), confirms its agreement with each of you
(
ibm – 14 or 15(d) of the Exchange
Act and are not otherwise available on the IBM home page on the Internet,
at "http://www.ibm.com." The Issuer will also
.ibm – are not otherwise available on the IBM home page on the Internet,
at "http://www.ibm .com." The Issuer will also immediately notify each
Agent of any downgrading in the
international business machines – form of telecommunication.
Except as otherwise provided in the Procedures:
To the Issuer:
Notices to International Business Machines Corporation shall be
directed to it in care of the Assistant Treasurer, Operations, New
dt 3423
;
BNY
As referenced in this Agency Agreement:
Bank of New York
– 212-558-2405)
(fax: 212-558-2457)
Morgan Stanley & Co. Incorporated in care of:
The Bank of New York
Dealer Clearance Department
1 Wall Street-3rd Floor-Window 3B
New York, NY 10005
Bank of New York
– the account of Morgan
Stanley & Co. Incorporated
Salomon Smith Barney, Inc., in care of:
The Bank of New York
1 Wall Street-3rd Floor
New York, NY 10005
Attention: Dealer Clearance
The Presenting
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 of
dt 42807
;
|
Cede
As referenced in this Agency Agreement:
Cede & Co – the
Trustee and DTC.
REGISTRATION: Each Global Security will be registered in
the name of Cede & Co ., as nominee for
DTC, on the Securities Register maintained
under the Indenture. The beneficial
dt 39083
;
Chase Manhattan
As referenced in this Agency Agreement:
Chase Manhattan Bank, – 1, 1993, as supplemented by the First Supplemental
Indenture thereto dated as of December 15, 1995 (the "Indenture"), between the
Issuer and The Chase Manhattan Bank, as trustee (the "Trustee"). The Securities
will be issued, and the terms thereof established, from time to time by the
Issuer in
_____________
Chase Manhattan Bank, – its
own account. The Notes will be issued pursuant to an Indenture, dated as of
October 1, 1993 between the Issuer and The Chase Manhattan Bank, as trustee (the
"Trustee"), as supplemented by the First Supplemental Indenture thereto dated as
of December 1, 1995 (collectively, the "Indenture"). The
_____________
Chase Manhattan Bank, – the settlement date.
J. The Trustee, upon confirming receipt
of such funds, will wire transfer to
the account of the Issuer maintained
at Chase Manhattan Bank, New York
N.Y., Account of INTERNATIONAL
BUSINESS MACHINES CORPORATION, Cash
Concentration Account , ABA Number
021000021, ACCOUNT NUMBER 323 213
499, in
_____________
dt 102046
;
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| 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
|
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
;
|
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
;
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
;
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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
|
Bear, Stearns
As referenced in this Agency Agreement:
Bear, Stearns & Co. – 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.
_____________
Bear, Stearns & Co. – Street
Fax: (212) 834-6702 Attn: Legal Dept. Charlotte, NC 28255
Fax: (212) 258-1592 Attn: MTN Product Management
Fax: (704) 388-9939
Bear, Stearns & Co. Inc. Credit Suisse First Boston Deutsche Banc Alex. Brown Inc.
245 Park Avenue Corporation 31 West 52nd Street
New York, NY 10167
_____________
Bear, Stearns & Co. – President
-----------------------------------
ABN AMRO Incorporated
By: /s/ Judith A. Lawson
--------------------------------------
Title: Managing Director
-----------------------------------
Banc of America Securities LLC
By: /s/ Lily Chang
--------------------------------------
Title: Principal
-----------------------------------
Bear, Stearns & Co. Inc.
By: /s/ Kelly Millet
--------------------------------------
Title: Senior Managing Director
-----------------------------------
Credit Suisse First Boston Corporation
By: /s/ Helena M. Willner
--------------------------------------
Title: Director
-----------------------------------
Deutsche
_____________
Bear,
Stearns & Co. – Agency Agreement"), between the Issuer on the one hand and J.P. Morgan
Securities Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Bear,
Stearns & Co. Inc., Credit Suisse First Boston Corporation, Deutsche Banc Alex.
Brown, Goldman, Sachs & Co., HSBC Securities (USA) Inc., Merrill Lynch, Pierce,
Fenner & Smith
_____________
Bear, Stearns & Co. – from time to time by Hewlett-Packard
Company (the "Issuer"). J.P. Morgan Securities Inc., ABN AMRO Incorporated, Banc
of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Deutsche Banc Alex. Brown Inc., Goldman, Sachs & Co., HSBC
Securities (USA) Inc., Merrill Lynch, Pierce, Fenner &
_____________
dt 106797
;
Hewlett-Packard
As referenced in this Agency Agreement:
Hewlett-Packard – AGENCY AGREEMENT, DATED MAY 16, 2001
{TEXT}
{PAGE}
Exhibit 4.3
$1,500,000,000
Hewlett-Packard Company
Medium-Term Notes, Series A, Due Nine Months or More from the Date
Hewlett-Packard – 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
Hewlett-Packard – be sent to
them at the following addresses:
To the Issuer:
18
{PAGE}
Notices to Hewlett-Packard Company shall be directed to it at Hewlett-
Packard Company, 3000 Hanover Street, MS:
Hewlett-
Packard – the Issuer:
18
{PAGE}
Notices to Hewlett-Packard Company shall be directed to it at Hewlett-
Packard Company, 3000 Hanover Street, MS: 20BLC, Palo Alto, California 94304;
attention of the Assistant Treasurer,
Hewlett-Packard – of the Assistant Treasurer, fax (650) 852-8412, with a copy to the
General Counsel, Hewlett-Packard Company, 3000 Hanover Street, MS20-BQ, Palo
Alto, California 94304, fax (650) 857-4392.
dt 52062
;
|
HSBC Securities
As referenced in this Agency Agreement:
HSBC Securities (USA) Inc – 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
_____________
HSBC Securities (USA) Inc – 212) 272-6227 Attn: Short and Medium Term Syndicate Desk
Note Finance Fax: (212)469-7875
Fax: (212) 743-5825
Goldman, Sachs & Co. HSBC Securities (USA) Inc . Merrill Lynch, Pierce, Fenner &
85 Broad Street 452 Fifth Avenue Smith Incorporated
New York, NY 10004 New York, NY 10018 4 World
_____________
HSBC Securities (USA) Inc – s/ Reuben Daniels
--------------------------------------
Title: Managing Director
------------------------------------
By: /s/ John A. Kneebone
---------------------------------------
Title: Associate
------------------------------------
22
{PAGE}
Goldman, Sachs & Co.
By: /s/ Goldman, Sachs & Co.
-------------------------------------
HSBC Securities (USA) Inc .
By: /s/ John Campo
-------------------------------------
Title: Managing Director
----------------------------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: /s/ Scott O. Primrose
-------------------------------------
Title: Authorized Signatory
----------------------------------
Morgan
_____________
HSBC Securities (USA) Inc – AMRO Incorporated, Banc of America Securities LLC, Bear,
Stearns & Co. Inc., Credit Suisse First Boston Corporation, Deutsche Banc Alex.
Brown, Goldman, Sachs & Co., HSBC Securities (USA) Inc ., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc., and The Williams Capital Group, L.P., (the "
_____________
HSBC
Securities (USA) Inc – Incorporated, Banc
of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Deutsche Banc Alex. Brown Inc., Goldman, Sachs & Co., HSBC
Securities (USA) Inc ., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., The Williams
Capital Group, L.P., as agents (
_____________
dt 317304
;
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-
_____________
Banc of America Securities – Palo
Alto, California 94304, fax (650) 857-4392.
To the Agents:
{TABLE}
{S} {C} {C}
J.P. Morgan Securities Inc. ABN AMRO Incorporated Banc of America Securities LLC
270 Park Avenue, 9/th/ Floor 1325 Avenue of the Americas, Bank of America Corporate Center
New York, NY 10017 10th Floor
_____________
Banc of America Securities – P. Morgan Securities Inc.
By: /s/ Kevin J. Kulak
--------------------------------------
Title: Vice President
-----------------------------------
ABN AMRO Incorporated
By: /s/ Judith A. Lawson
--------------------------------------
Title: Managing Director
-----------------------------------
Banc of America Securities LLC
By: /s/ Lily Chang
--------------------------------------
Title: Principal
-----------------------------------
Bear, Stearns & Co. Inc.
By: /s/ Kelly Millet
--------------------------------------
Title: Senior Managing Director
-----------------------------------
Credit Suisse First Boston
_____________
Banc of America Securities – Agreement, dated May__, 2001 (the
"Agency Agreement"), between the Issuer on the one hand and J.P. Morgan
Securities Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Bear,
Stearns & Co. Inc., Credit Suisse First Boston Corporation, Deutsche Banc Alex.
Brown, Goldman, Sachs & Co., HSBC Securities (USA) Inc., Merrill Lynch,
_____________
Banc
of America Securities – Notes") are to be offered from time to time by Hewlett-Packard
Company (the "Issuer"). J.P. Morgan Securities Inc., ABN AMRO Incorporated, Banc
of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston
Corporation, Deutsche Banc Alex. Brown Inc., Goldman, Sachs & Co., HSBC
Securities (USA) Inc., Merrill
_____________
dt 94049
;
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Agreement and Plan of Merger and Reorganization
Agreement and Plan of Merger and Reorganization (158K)
Doc #118417: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
BY AND AMONG
VERITAS SOFTWARE CORPORATION
VICTORY MERGER SUB, INC.
AND
SEAGATE TECHNOLOGY, INC.
DATED AS OF MARCH 29, 2000
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
----
{S} {C}
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION..................... 1
ARTICLE I THE MERGER............................................... 1
1.1 The Merger.................................................. 1
1.2 Effective Time; Closing..................................... 1
1.3 Effect of the Merger........................................ 2
1.4 Certificate of Incorporation and Bylaws of Surviving
Corporation................................................. 2
1.5 Effect on Capital Stock..................................... 2
1.6 Surrender of Certificates................................... 4
1.7 No Further Ownership Rights in Seagate Common Stock......... 6
1.8 Lost, Stolen or Destroyed Certificates...................... 6
1.9 Tax Consequences............................................ 6
1.10 Taking of Necessary Action; Further Action.................. 7
1.11 Definitions................................................. 7
1.12 Dissenting Shares........................................... 10
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SEAGATE............... 11
2.1 Organization; Good Standing................................. 11
2.2 Charter Documents........................................... 11
2.3 Capital Structure........................................... 11
2.4 Authority................................................... 12
2.5 Conflicts................................................... 13
2.6 Consents.................................................... 13
2.7 SEC Filings; Financial Statements........................... 13
2.8 Liabilities................................................. 14
2.9 Absence of Material Adverse Effect on Seagate............... 14
2.10 Compliance.................................................. 14
2.11 Permits..................................................... 15
2.12 Litigation.................................................. 15
2.13 Brokers' and Finders' Fees.................................. 15
2.14 Absence of Liens and Encumbrances........................... 15
2.15 Statements; Registration Statement; Proxy
Statement/Prospectus........................................ 15
2.16 Board Approval.............................................. 16
2.17 State Takeover Statutes..................................... 16
2.18 Fairness Opinion............................................ 16
2.19 Veritas Common Stock........................................ 16
2.20 Intercompany Transactions................................... 16
2.21 Taxes....................................................... 16
2.22 Code Section 897 Company.................................... 16
ARTICLE III REPRESENTATIONS AND WARRANTIES OF VERITAS AND MERGER
SUB............................................................... 17
3.1 Organization; Good Standing................................. 17
3.2 Charter Documents........................................... 17
3.3 Capital Structure........................................... 17
3.4 Authority................................................... 17
3.5 Conflicts................................................... 18
{/TABLE}
i
{PAGE}
{TABLE}
{CAPTION}
|