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$39	Preview Full Doc	2005	Agency Agreement Agency Agreement (35K) Doc #1737310: Click preview link for longer preview. AGENCY AGREEMENT CITIGROUP FAIRFIELD FUTURES FUND L.P. II (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST January 12, 2004 Citigroup Global Markets Inc. 399 Park Avenue - 7th floor New York, New York 10022 Re: Citigroup Fairfield Futures Fund L.P. II Gentlemen: Citigroup Managed Futures LLC, a Delaware limited liability company (the "General Partner"), has caused Citigroup Fairfield Futures Fund L.P. II ( . . . 1737310	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Agency Agreement: Citigroup Global Markets Inc – EXHIBIT 10.3 AGENCY AGREEMENT CITIGROUP FAIRFIELD FUTURES FUND L.P. II (A NEW YORK LIMITED PARTNERSHIP) UNITS OF LIMITED PARTNERSHIP INTEREST January 12, 2004 Citigroup Global Markets Inc . 399 Park Avenue - 7th floor New York, New York 10022 Re: Citigroup Fairfield Futures Fund L.P. II Gentlemen: Citigroup Managed Futures LLC, a Delaware limited liability company (the " _____________ Citigroup Global Markets Inc – Section 11. Notices and Authority to Act. All communications herein shall be in writing and, if sent to you, will be mailed, delivered or telegraphed and confirmed to you at: Citigroup Global Markets Inc . 399 Park Avenue - 7th floor New York, New York 10022 Attention: David J. Vogel -10- or if sent to the General Partner, will be mailed, delivered or telegraphed and _____________ CITIGROUP GLOBAL MARKETS INC – Vogel ------------------ David J. Vogel President CITIGROUP MANAGED FUTURES LLC By: /s/ David J. Vogel ------------------ David J. Vogel President Confirmed, accepted and agreed to as of the date first above written. CITIGROUP GLOBAL MARKETS INC . By: /s/ David J. Vogel Name: Title: -12- _____________ dt 1371133 ; Citibank Citibank, NA As referenced in this Agency Agreement: Citibank, N.A. – accordance with the terms of the Escrow Agreement entered into with the Escrow Agent. During the continuous offering the general partner may elect to hold subscription proceeds at its affiliate, Citibank, N.A. If the general partner elects to hold subscription proceeds at Citibank, N.A., it will notify you promptly. Section 3. Your Representations and Warranties. You represent and warrant to _____________ Citibank, N.A. – Agent. During the continuous offering the general partner may elect to hold subscription proceeds at its affiliate, Citibank, N.A. If the general partner elects to hold subscription proceeds at Citibank, N.A. , it will notify you promptly. Section 3. Your Representations and Warranties. You represent and warrant to and for the benefit of the Partnership and the General Partner that: (a) _____________ dt 1480336 ; Citigroup Fairfield Futures Fund LP II Citigroup Fairfield Futures Fund LP II ;	Citibank Citibank, NA ( Financial ) As referenced in this Agency Agreement: Citibank, N.A. – accordance with the terms of the Escrow Agreement entered into with the Escrow Agent. During the continuous offering the general partner may elect to hold subscription proceeds at its affiliate, Citibank, N.A. If the general partner elects to hold subscription proceeds at Citibank, N.A., it will notify you promptly. Section 3. Your Representations and Warranties. You represent and warrant to _____________ Citibank, N.A. – Agent. During the continuous offering the general partner may elect to hold subscription proceeds at its affiliate, Citibank, N.A. If the general partner elects to hold subscription proceeds at Citibank, N.A. , it will notify you promptly. Section 3. Your Representations and Warranties. You represent and warrant to and for the benefit of the Partnership and the General Partner that: (a) _____________ dt 1480336 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Agency Agreement: JPMorgan Chase Bank, – order, rule or regulation applicable to it of any court or any governmental body or administrative agency having jurisdiction over it. (x) A separate escrow account will be opened at JPMorgan Chase Bank, New York, New York (the "Escrow Agent") and maintained for all funds received from subscribers for Units. All payments received from persons desiring to purchase Units will be deposited _____________ JPMorgan Chase Bank – filing and/or recordation of the Certificate of Limited Partnership and any Amended Certificate. The Partnership will reimburse you for such expenses plus interest at the prime rate quoted by JPMorgan Chase Bank over the first 24 months after trading commences. The Partnership will pay its ongoing legal, accounting, filing, reporting, and data processing fees which are estimated at approximately $75,000 annually. _____________ dt 1408035 ; Willkie Farr Willkie Farr & Gallagher ( Legal ) As referenced in this Agency Agreement: Willkie Farr – Partnership and the General Partner of their obligations under this Agency Agreement and to the following additional conditions: (a) At the Closing, you will have received the favorable opinion of Willkie Farr & Gallagher LLP, counsel to the General Partner and the Partnership, dated the Closing date and in form and substance satisfactory to you and your counsel, to the effect _____________ Willkie Farr – and adversely affect the condition (financial or other), business or prospects of the General Partner or the Partnership. (b) At the Closing, you will have received a tax opinion of Willkie Farr & Gallagher LLP, dated the Closing date and confirming its opinion set forth under "U.S. Federal Income Tax Considerations" in the Memorandum. (c) At the Closing you will _____________ dt 1501941
$39	Preview Full Doc	2007	Agency Agreement Agency Agreement (109K) Doc #2726719: Click preview link for longer preview. AGENCY AGREEMENT by and among MBNA CANADA BANK as Issuer, JPMORGAN CHASE BANK as Global Agent, JPMORGAN CHASE BANK as London Paying Agent and London Issuing Agent, JPMORGAN CHASE BANK as NY Paying Agent and Registrar, -and- J.P.MORGAN BANK LUXEMBOURG S.A. as Luxembourg Paying Agent and Transfer Agent Dated as of August 27, 2003 Table of Contents Page Section 1. Definitions and Interpretation 2 Section 2. Appointment . . . 2726719	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Agency Agreement: Citigroup Global Markets Inc – where applicable, the Talon(s) appertaining thereto; Dealer means J.P. Morgan Securities Inc., Bane of America Securities LLC, Bane One Capital Markets, Inc., Bank of Montreal, Barclays Capital Inc., Citigroup Global Markets Inc ., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Dominion Securities Corporation and TD Securities (USA) Inc., J. _____________ dt 1711117 ; Barclays Bank Barclays Bank plc ( Financial ) As referenced in this Agency Agreement: Barclays Bank PLC, – Fenner & Smith Incorporated, RBC Dominion Securities Corporation and TD Securities (USA) Inc., J.P. Morgan Securities Ltd., Bane of America Securities Limited, Bank of Montreal, Bank One Europe Limited, Barclays Bank PLC, Citigroup 2 Global Markets Limited, Credit Suisse First Boston (Europe) Limited, Deutsche Bank AG London, Lehman Brothers International (Europe), Merrill Lynch International, Royal Bank of Canada Europe Limited, The _____________ dt 1729104 ; CSFB LLC Credit Suisse First Boston LLC ( Financial ) As referenced in this Agency Agreement: Credit Suisse First Boston LLC – s) appertaining thereto; Dealer means J.P. Morgan Securities Inc., Bane of America Securities LLC, Bane One Capital Markets, Inc., Bank of Montreal, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse First Boston LLC , Deutsche Bank Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Dominion Securities Corporation and TD Securities (USA) Inc., J.P. Morgan Securities Ltd., Bane _____________ dt 1703909 ;	Deutsche Bank Deutsche Bank Securities Inc. ( Financial ) As referenced in this Agency Agreement: Deutsche Bank Securities Inc – J.P. Morgan Securities Inc., Bane of America Securities LLC, Bane One Capital Markets, Inc., Bank of Montreal, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc ., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Dominion Securities Corporation and TD Securities (USA) Inc., J.P. Morgan Securities Ltd., Bane of America Securities Limited, _____________ dt 1714720 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Agency Agreement: JPMORGAN CHASE BANK – Agreement dated August 27, 2003 EX-4.(WW) 9 dex4ww.htm AGENCY AGREEMENT DATED AUGUST 27, 2003 Exhibit 4(ww) AGENCY AGREEMENT by and among MBNA CANADA BANK as Issuer, JPMORGAN CHASE BANK as Global Agent, JPMORGAN CHASE BANK as London Paying Agent and London Issuing Agent, JPMORGAN CHASE BANK as NY Paying Agent and Registrar, -and- J.P.MORGAN BANK LUXEMBOURG _____________ JPMORGAN CHASE BANK – 4.(WW) 9 dex4ww.htm AGENCY AGREEMENT DATED AUGUST 27, 2003 Exhibit 4(ww) AGENCY AGREEMENT by and among MBNA CANADA BANK as Issuer, JPMORGAN CHASE BANK as Global Agent, JPMORGAN CHASE BANK as London Paying Agent and London Issuing Agent, JPMORGAN CHASE BANK as NY Paying Agent and Registrar, -and- J.P.MORGAN BANK LUXEMBOURG S.A. as Luxembourg Paying Agent _____________ JPMORGAN CHASE BANK – Exhibit 4(ww) AGENCY AGREEMENT by and among MBNA CANADA BANK as Issuer, JPMORGAN CHASE BANK as Global Agent, JPMORGAN CHASE BANK as London Paying Agent and London Issuing Agent, JPMORGAN CHASE BANK as NY Paying Agent and Registrar, -and- J.P.MORGAN BANK LUXEMBOURG S.A. as Luxembourg Paying Agent and Transfer Agent Dated as of August 27, 2003 Table of _____________ JPMorgan Chase Bank, – This AGENCY AGREEMENT is dated as of August 27, 2003 by and among: (1) MBNA CANADA BANK, a Schedule II bank incorporated under the Bank Act (Canada) (the ?Bank?); (2) JPMorgan Chase Bank, a banking corporation organized pursuant to the laws of the State of New York (?JPMorgan?) (the ?Global Agent?); (3) JPMorgan Chase Bank acting through its specified office in London (? _____________ JPMorgan Chase Bank – under the Bank Act (Canada) (the ?Bank?); (2) JPMorgan Chase Bank, a banking corporation organized pursuant to the laws of the State of New York (?JPMorgan?) (the ?Global Agent?); (3) JPMorgan Chase Bank acting through its specified office in London (?JPMorgan London?) as paying agent (the ?London Paying Agent?) and issue agent (the ?London Issuing Agent?) which expressions shall also include any successors _____________ dt 1730854
$44	Preview Full Doc	2005	Auction Agency Agreement Auction Agency Agreement (53K) Doc #2365208: Click preview link for longer preview. KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC. AUCTION AGENCY AGREEMENT dated as of December __, 2005 relating to the AUCTION RATE PREFERRED STOCK SERIES A, SERIES B AND SERIES C The Bank of New York as Auction Agent AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this ï¿½Agreementï¿½), dated as of December ___, 2005, is between Kayne Anderson Energy Total Return Fund, Inc. (the ï¿½Companyï¿½) and The Bank of New York. The Company proposes to issue an aggregate amount of 4,000 . . . 2365208	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Auction Agency Agreement: Citigroup Global Markets Inc – Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. Notwithstanding the foregoing, the 6 Company may designate an Affiliate, Lehman Brothers Inc., Citigroup Global Markets Inc . or UBS Securities LLC to act as a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the _____________ dt 1574971 ; Kayne Anderson Energy Total Return Fund Kayne Anderson Energy Total Return Fund, Inc. ; BNY Bank of New York ( Money Center Banks ) As referenced in this Auction Agency Agreement: Bank of New York – ANDERSON ENERGY TOTAL RETURN FUND, INC. AUCTION AGENCY AGREEMENT dated as of December __, 2005 relating to the AUCTION RATE PREFERRED STOCK SERIES A, SERIES B AND SERIES C The Bank of New York as Auction Agent AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this Agreement), dated as of December ___, 2005, is between Kayne Anderson Energy Total Return Fund, Inc. (the Company) _____________ Bank of New York. – Auction Agent AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this Agreement), dated as of December ___, 2005, is between Kayne Anderson Energy Total Return Fund, Inc. (the Company) and The Bank of New York. The Company proposes to issue an aggregate amount of 4,000 shares of its Series A Auction Rate Preferred Stock, $0.001 par value per share, liquidation preference of $ _____________ Bank of New York, – ARP Shares), authorized by, and subject to the terms and conditions of, the Companys charter, including the Articles Supplementary for the ARP Shares (the Charter). The Company desires that The Bank of New York, a New York banking corporation, perform certain duties as agent in connection with each Auction of ARP Shares (in such capacity, the Auction Agent), and as the transfer agent, _____________ Bank of New York – redemption agent with respect to the ARP Shares (in such capacity, the Paying Agent), upon the terms and conditions set forth in this Agreement, and the Company hereby appoints The Bank of New York as said Auction Agent and Paying Agent in accordance with those terms and conditions. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Company and _____________ Bank of New York – 2 II. THE AUCTION. 2.1 Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow (i) the procedures set _____________ dt 1659980 ;	Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Auction Agency Agreement: Lehman Brothers Inc – than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. Notwithstanding the foregoing, the 6 Company may designate an Affiliate, Lehman Brothers Inc ., Citigroup Global Markets Inc. or UBS Securities LLC to act as a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if _____________ dt 1514831 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Auction Agency Agreement: UBS Securities LLC – approval of the Auction Agent, which approval shall not be withheld unreasonably. Notwithstanding the foregoing, the 6 Company may designate an Affiliate, Lehman Brothers Inc., Citigroup Global Markets Inc. or UBS Securities LLC to act as a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to _____________ dt 1599771
$40	Preview Full Doc	2005	Auction Agency Agreement Auction Agency Agreement (53K) Doc #2366402: Click preview link for longer preview. KAYNE ANDERSON MLP INVESTMENT COMPANY AUCTION AGENCY AGREEMENT dated as of [ ], 2005 relating to the AUCTION RATE SENIOR NOTES [$ ] SERIES E, DUE [ ], 2045 The Bank of New York as Auction Agent . . . 2366402	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Auction Agency Agreement: Citigroup Global Markets Inc – a Broker-Dealer, without the prior approval of the Auction Agent, which approval shall not be withheld unreasonably. Notwithstanding the foregoing, the Company may designate an Affiliate, Lehman Brothers Inc., Citigroup Global Markets Inc ., or to act as a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject _____________ dt 1574975 ; Kayne Anderson MLP Investment Kayne Anderson MLP Investment Co ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Auction Agency Agreement: Bank of New York – 99.(K)(4) EXHIBIT (k)(4) KAYNE ANDERSON MLP INVESTMENT COMPANY AUCTION AGENCY AGREEMENT dated as of [ ], 2005 relating to the AUCTION RATE SENIOR NOTES [$ ] SERIES E, DUE [ ], 2045 The Bank of New York as Auction Agent AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this Agreement), dated as of December ___, 2005, is between Kayne Anderson MLP Investment Company (the Company), The Bank _____________ Bank of New York, – New York as Auction Agent AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this Agreement), dated as of December ___, 2005, is between Kayne Anderson MLP Investment Company (the Company), The Bank of New York, and The Bank of New York Trust Company, N.A. The Company proposes to offer [$ ] aggregate principal amount of auction rate senior notes, Series E (the Series E Notes), _____________ Bank of New York – AGENCY AGREEMENT This Auction Agency Agreement (this Agreement), dated as of December ___, 2005, is between Kayne Anderson MLP Investment Company (the Company), The Bank of New York, and The Bank of New York Trust Company, N.A. The Company proposes to offer [$ ] aggregate principal amount of auction rate senior notes, Series E (the Series E Notes), authorized by, and subject to the terms _____________ Bank of New York – notes, Series E (the Series E Notes), authorized by, and subject to the terms and conditions of, the Second Supplemental Indenture of Trust by and between the Company and The Bank of New York Trust Company, N.A., a national banking association, in its capacity as trustee (the Trustee) dated December ___, 2005 (the Second Supplemental Indenture). The Company desires that The Bank of _____________ Bank of New York, – New York Trust Company, N.A., a national banking association, in its capacity as trustee (the Trustee) dated December ___, 2005 (the Second Supplemental Indenture). The Company desires that The Bank of New York, a New York banking corporation, perform certain duties as agent in connection with each Auction of Series E Notes (in such capacity, the Auction Agent), upon the terms and _____________ dt 1659999 ; Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Auction Agency Agreement: Lehman Brothers Inc – Person other than a Broker-Dealer, without the prior approval of the Auction Agent, which approval shall not be withheld unreasonably. Notwithstanding the foregoing, the Company may designate an Affiliate, Lehman Brothers Inc ., Citigroup Global Markets Inc., or to act as a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by _____________ dt 1514844
$41	Preview Full Doc	2005	Auction Agency Agreement Auction Agency Agreement (52K) Doc #2366419: Click preview link for longer preview. KAYNE ANDERSON MLP INVESTMENT COMPANY AUCTION AGENCY AGREEMENT dated as of [ ], 2005 relating to the SERIES D AUCTION RATE PREFERRED STOCK The Bank of New York as Auction Agent AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this ï¿½Agreementï¿½), dated as of April [___], 2005, is between Kayne Anderson MLP Investment Company (the ï¿½Companyï¿½) and The Bank of New York. . . . 2366419	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Auction Agency Agreement: Citigroup Global Markets Inc – Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. Notwithstanding the foregoing, the Company may designate an Affiliate, Lehman Brothers Inc., Citigroup Global Markets Inc . or UBS Securities LLC to act as a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the _____________ dt 1574976 ; Kayne Anderson MLP Investment Kayne Anderson MLP Investment Co ; BNY Bank of New York ( Money Center Banks ) As referenced in this Auction Agency Agreement: Bank of New York – EXHIBIT K.4 FORM OF AUCTION AGENCY AGREEMENT KAYNE ANDERSON MLP INVESTMENT COMPANY AUCTION AGENCY AGREEMENT dated as of [ ], 2005 relating to the SERIES D AUCTION RATE PREFERRED STOCK The Bank of New York as Auction Agent AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this Agreement), dated as of April [___], 2005, is between Kayne Anderson MLP Investment Company (the Company) and The _____________ Bank of New York. – York as Auction Agent AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this Agreement), dated as of April [___], 2005, is between Kayne Anderson MLP Investment Company (the Company) and The Bank of New York. The Company proposes to issue an aggregate amount of [___] shares of its Series D Auction Rate Preferred Stock, $0.001 par value per share, liquidation preference of $25, _____________ Bank of New York, – and subject to the terms and conditions of, the Companys charter, including the Articles Supplementary for the Series D Auction Rate Preferred Stock (the Charter). The Company desires that The Bank of New York, a New York banking corporation, perform certain duties as agent in connection with each Auction of ARP Shares (in such capacity, the Auction Agent), and as the transfer agent, _____________ Bank of New York – redemption agent with respect to the ARP Shares (in such capacity, the Paying Agent), upon the terms and conditions set forth in this Agreement, and the Company hereby appoints The Bank of New York as said Auction Agent and Paying Agent in accordance with those terms and conditions. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Company and _____________ Bank of New York – 2 II. THE AUCTION. 2.1 Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures. (a) The Board of Directors of the Company has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow (i) the procedures set _____________ dt 1660000 ;	Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Auction Agency Agreement: Lehman Brothers Inc – other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. Notwithstanding the foregoing, the Company may designate an Affiliate, Lehman Brothers Inc ., Citigroup Global Markets Inc. or UBS Securities LLC to act as a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if _____________ dt 1514845 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Auction Agency Agreement: UBS Securities LLC – written approval of the Auction Agent, which approval shall not be withheld unreasonably. Notwithstanding the foregoing, the Company may designate an Affiliate, Lehman Brothers Inc., Citigroup Global Markets Inc. or UBS Securities LLC to act as a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject to _____________ dt 1599772
$44	Preview Full Doc	2005	Auction Agency Agreement Auction Agency Agreement (53K) Doc #2366435: Click preview link for longer preview. KAYNE ANDERSON MLP INVESTMENT COMPANY AUCTION AGENCY AGREEMENT dated as of [__________], 2005 relating to the AUCTION RATE SENIOR NOTES $______ SERIES A, DUE __________ $______ SERIES B, DUE __________ $______ SERIES C, DUE __________ The Bank of New York as Auction Agent AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this ï¿½Agreementï¿½), dated as of March [___], 2005, is between Kayne Anderson MLP Investment Company (the ï¿½Companyï¿½), The Bank of New York, and The Bank of New York Trust Company, N.A. The Company proposes to offer $___, $___and . . . 2366435	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Auction Agency Agreement: Citigroup Global Markets Inc – a Broker-Dealer, without the prior approval of the Auction Agent, which approval shall not be withheld unreasonably. Notwithstanding the foregoing, the Company may designate an Affiliate, Lehman Brothers Inc., Citigroup Global Markets Inc ., or UBS Securities LLC to act as a Broker-Dealer. 6 (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by _____________ dt 1574977 ; Kayne Anderson MLP Investment Kayne Anderson MLP Investment Co ; BNY Bank of New York ( Money Center Banks ) As referenced in this Auction Agency Agreement: Bank of New York – AGENCY AGREEMENT dated as of [__________], 2005 relating to the AUCTION RATE SENIOR NOTES $______ SERIES A, DUE __________ $______ SERIES B, DUE __________ $______ SERIES C, DUE __________ The Bank of New York as Auction Agent AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this Agreement), dated as of March [___], 2005, is between Kayne Anderson MLP Investment Company (the Company), The Bank _____________ Bank of New York, – New York as Auction Agent AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this Agreement), dated as of March [___], 2005, is between Kayne Anderson MLP Investment Company (the Company), The Bank of New York, and The Bank of New York Trust Company, N.A. The Company proposes to offer $___, $___and $___aggregate principal amount of auction rate senior notes Series A, Series B _____________ Bank of New York – AGENCY AGREEMENT This Auction Agency Agreement (this Agreement), dated as of March [___], 2005, is between Kayne Anderson MLP Investment Company (the Company), The Bank of New York, and The Bank of New York Trust Company, N.A. The Company proposes to offer $___, $___and $___aggregate principal amount of auction rate senior notes Series A, Series B and Series C (collectively, the Kayne Notes), _____________ Bank of New York – B and Series C (collectively, the Kayne Notes), authorized by, and subject to the terms and conditions of, the Supplemental Indenture of Trust by and between the Company and The Bank of New York Trust Company, N.A., a national banking association, in its capacity as trustee (the Trustee) dated [___], 2005 (the Supplemental Indenture). The Company desires that The Bank of New York, _____________ Bank of New York, – Bank of New York Trust Company, N.A., a national banking association, in its capacity as trustee (the Trustee) dated [___], 2005 (the Supplemental Indenture). The Company desires that The Bank of New York, a New York banking corporation, perform certain duties as agent in connection with each Auction of Kayne Notes (in such capacity, the Auction Agent), upon the terms and conditions _____________ dt 1660001 ;	Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Auction Agency Agreement: Lehman Brothers Inc – Person other than a Broker-Dealer, without the prior approval of the Auction Agent, which approval shall not be withheld unreasonably. Notwithstanding the foregoing, the Company may designate an Affiliate, Lehman Brothers Inc ., Citigroup Global Markets Inc., or UBS Securities LLC to act as a Broker-Dealer. 6 (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein _____________ dt 1514846 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Auction Agency Agreement: UBS Securities LLC – prior approval of the Auction Agent, which approval shall not be withheld unreasonably. Notwithstanding the foregoing, the Company may designate an Affiliate, Lehman Brothers Inc., Citigroup Global Markets Inc., or UBS Securities LLC to act as a Broker-Dealer. 6 (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company. (d) Subject _____________ dt 1599773
$34	Preview Full Doc	2003	Auction Agency Agreement Auction Agency Agreement (50K) Doc #2419887: Click preview link for longer preview. PIMCO HIGH INCOME FUND ---------------------- AUCTION AGENCY AGREEMENT dated as of June , 2003 Relating to Auction Rate Cumulative Preferred Shares Series M, Series T, Series W, Series TH and Series F of PIMCO HIGH INCOME FUND ---------------------- . . . 2419887	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Auction Agency Agreement: Citigroup Global Markets Inc – than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. Notwithstanding the foregoing, the Fund may designate an Affiliate or Citigroup Global Markets Inc . to act as a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund. (d) Subject to _____________ dt 1575123 ; Pimco High Income Fund Pimco High Income Fund ;	Cede Cede & Co. ( Financial ) As referenced in this Auction Agency Agreement: Cede & Co. – On the Date of Original Issue for any Preferred Share, one certificate for each series of Preferred Shares shall be issued by the Fund and registered in the name of Cede & Co. , as nominee of the Securities Depository, and countersigned by the Paying Agent. 4.2 Registration of Transfer or Exchange of Shares. ----------------------------------------------- Except as provided in this Section 4.2, _____________ dt 1632436 ; DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Auction Agency Agreement: DEUTSCHE BANK TRUST CO – AGENCY AGREEMENT dated as of June , 2003 Relating to Auction Rate Cumulative Preferred Shares Series M, Series T, Series W, Series TH and Series F of PIMCO HIGH INCOME FUND ---------------------- DEUTSCHE BANK TRUST CO MPANY AMERICAS, as Auction Agent {PAGE} AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this "Agreement"), dated as of June , 2003, is between PIMCO High Income Fund (the "Fund") and Deutsche _____________ Deutsche Bank Trust Co – TRUST COMPANY AMERICAS, as Auction Agent {PAGE} AUCTION AGENCY AGREEMENT This Auction Agency Agreement (this "Agreement"), dated as of June , 2003, is between PIMCO High Income Fund (the "Fund") and Deutsche Bank Trust Co mpany Americas, a New York banking corporation. The Fund proposes to issue an aggregate of 36,000 preferred shares, par value $0.00001 per share, liquidation preference $25,000 per _____________ Deutsche Bank Trust Co – Series TH and Auction Rate Cumulative Preferred Shares, Series F (the "Preferred Shares"), pursuant to the Fund's Second Amended and Restated Bylaws (as defined below). The Fund desires that Deutsche Bank Trust Co mpany Americas perform certain duties as agent in connection with each Auction (as defined below) of Preferred Shares (in such capacity, the "Auction Agent"), and as the transfer agent, registrar, _____________ Deutsche Bank Trust Co – paying agent and redemption agent with respect to the Preferred Shares (in such capacity, the "Paying Agent"), upon the terms and conditions of this Agreement, and the Fund hereby appoints Deutsche Bank Trust Co mpany Americas as said Auction Agent and Paying Agent in accordance with those terms and conditions (hereinafter generally referred to as the "Auction Agent," except in Sections 3 and 4 _____________ Deutsche Bank Trust Co – 2 {PAGE} II. THE AUCTION. 2.1 Purpose; Incorporation by Reference of Auction Procedures and ------------------------------------------------------------- Settlement Procedures. ---------------------- (a) The Board of Trustees of the Fund has adopted a resolution appointing Deutsche Bank Trust Co mpany Americas as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures _____________ dt 1580744
$44	Preview Full Doc	2003	Auction Agency Agreement Auction Agency Agreement (55K) Doc #2464615: Click preview link for longer preview. FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST AUCTION AGENCY AGREEMENT dated as of , 2003 Relating to Auction Preferred Shares Series M, Series W and Series F of FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST THE BANK OF NEW YORK as Auction Agent This Auction Agency Agreement (this "Agreement"), dated as of . . . 2464615	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Auction Agency Agreement: Citigroup Global Markets Inc – Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. Notwithstanding the foregoing, the Fund may designate an Affiliate of the Fund or Citigroup Global Markets Inc . to act as a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the Fund. (d) _____________ dt 1575209 ; Franklin Templeton Ltd Duration Income Trust Franklin Templeton Ltd Duration Income Trust ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Auction Agency Agreement: BANK OF NEW YORK – DURATION INCOME TRUST AUCTION AGENCY AGREEMENT dated as of , 2003 Relating to Auction Preferred Shares Series M, Series W and Series F of FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST THE BANK OF NEW YORK as Auction Agent This Auction Agency Agreement (this "Agreement"), dated as of , 2003, is between FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST (the "Fund") and The Bank of New York, _____________ Bank of New York, – THE BANK OF NEW YORK as Auction Agent This Auction Agency Agreement (this "Agreement"), dated as of , 2003, is between FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST (the "Fund") and The Bank of New York, a New York banking corporation. The Fund proposes to issue three series of auction preferred shares, no par value, designated Auction Preferred Shares, Series M; Auction Preferred Shares, Series _____________ Bank of New York – Shares, Series F; each series having a liquidation preference $25,000 per share (collectively, the "Preferred Shares"), pursuant to the Fund's Statement of Preferences. The Fund desires that The Bank of New York perform certain duties as agent in connection with each Auction of Preferred Shares (in such capacity, the "Auction Agent"), and as the transfer agent, registrar, dividend paying agent and redemption _____________ Bank of New York – redemption agent with respect to the Preferred Shares (in such capacity, the "Paying Agent"), upon the terms and conditions set forth in this Agreement, and the Fund hereby appoints The Bank of New York as said Auction Agent and Paying Agent in accordance with those terms and conditions (hereinafter generally referred to as the "Auction Agent," except in Sections 3 and 4 below). NOW, _____________ Bank of New York – New York City time. II. THE AUCTION. 2.1 Purpose; Incorporation by Reference of Auction Procedures. (a) The Board of Trustees of the Fund has adopted a resolution appointing The Bank of New York as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date, it shall follow the procedures set forth _____________ dt 1692885
$43	Preview Full Doc	2006	Collateral Agreement Collateral Agreement (31K) Doc #2187204: Click preview link for longer preview. AMENDMENT NO. 1 AND CONSENT TO THE CREDIT AGREEMENT AND AMENDMENT NO. 1 TO THE GUARANTEE AND COLLATERAL AGREEMENT Dated as of August ___, 2006 AMENDMENT NO. 1 AND CONSENT TO THE CREDIT AGREEMENT and AMENDMENT NO. 1 TO THE GUARANTEE AND COLLATERAL AGREEMENT (collectively, the ï¿½Amendmentï¿½) among FR X Chart Holdings LLC, a Delaware limited liability company (ï¿½Holdingsï¿½), Chart Industries, Inc., a Delaware corporation (the ï¿½Borrowerï¿½), as successor in interest to CI Acquisition, Inc., and each of the Lenders (as defined in the Credit . . . 2187204	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Collateral Agreement: CITIGROUP GLOBAL MARKETS INC – written. FR X CHART HOLDINGS LLC, as Holdings By: Name: Title: CHART INDUSTRIES, INC., as the Borrower By: Name: Title: Chart Industries, Inc. Amendment No. 1 to the Credit Agreement CITIGROUP GLOBAL MARKETS INC ., as Joint Lead Arranger and Joint Book Manager By: Name: Title: CITICORP NORTH AMERICA, INC., as Administrative Agent, as Lender and L/C Issuing Bank By: Name: Title: Chart _____________ Citigroup Global Markets Inc – Inc. (CNAI), as Administrative Agent (in such capacity, the Administrative Agent) and as collateral agent (the Collateral Agent) for the Lenders, Morgan Stanley Senior Funding, Inc. (MS), as Syndication Agent, Citigroup Global Markets Inc ., and MS, as Joint Lead Arrangers and Joint Book Managers, and Natexis Banques Populaires and Sovereign Bank, as Co-Documentation Agents and (c) the other Loan Documents referred to _____________ dt 1371991 ; Chart Industries Chart Industries, Inc. ( Scientific & Technical Instruments ) As referenced in this Collateral Agreement: Chart Industries, Inc. – CONSENT TO THE CREDIT AGREEMENT and AMENDMENT NO. 1 TO THE GUARANTEE AND COLLATERAL AGREEMENT (collectively, the Amendment) among FR X Chart Holdings LLC, a Delaware limited liability company (Holdings), Chart Industries, Inc. , a Delaware corporation (the Borrower), as successor in interest to CI Acquisition, Inc., and each of the Lenders (as defined in the Credit Agreement referred to below) listed on _____________ Chart Industries, Inc. – Minimum is amended by deleting each reference to the figure U.S.$2.0 million and inserting the figure U.S.$1.0 million in replacement of each reference thereof. Chart Industries, Inc. Amendment No. 1 to the Credit Agreement 2 (ii) The definition of Commitments is amended in full to read as follows: Commitments shall mean (a) with respect to any _____________ Chart Industries, Inc. – of June ___, 2006, among the Borrower and the Lenders party thereto. Amendment No. 1 Effective Date shall have the meaning specified in Section 4(a) of Amendment No. 1. Chart Industries, Inc. Amendment No. 1 to the Credit Agreement 3 Initial Public Offering shall mean the first underwritten public offering by the Borrower of its Equity Interests pursuant to a registration _____________ Chart Industries, Inc. – or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to Chart Industries, Inc. Amendment No. 1 to the Credit Agreement 4 such issuance, amendment, renewal or extension, (i) the Revolving Facility Credit Exposure shall not exceed the total Revolving Facility Commitments and ( _____________ Chart Industries, Inc. – to exceed U.S.$17 million.. (j) Section 6.04(j) is amended by replacing the figure U.S.$100.0 million with the figure U.S.$200.0 million. Chart Industries, Inc. Amendment No. 1 to the Credit Agreement 5 (k) Section 6.05 is amended by amending the introductory paragraph thereof in full to read as follows: Merge into or _____________ dt 1456338 ; Chart Industries Chart Industries, Inc. ( Scientific & Technical Instruments ) As referenced in this Collateral Agreement: Chart Industries, Inc. – CONSENT TO THE CREDIT AGREEMENT and AMENDMENT NO. 1 TO THE GUARANTEE AND COLLATERAL AGREEMENT (collectively, the Amendment) among FR X Chart Holdings LLC, a Delaware limited liability company (Holdings), Chart Industries, Inc. , a Delaware corporation (the Borrower), as successor in interest to CI Acquisition, Inc., and each of the Lenders (as defined in the Credit Agreement referred to below) listed on _____________ Chart Industries, Inc. – Minimum is amended by deleting each reference to the figure U.S.$2.0 million and inserting the figure U.S.$1.0 million in replacement of each reference thereof. Chart Industries, Inc. Amendment No. 1 to the Credit Agreement 2 (ii) The definition of Commitments is amended in full to read as follows: Commitments shall mean (a) with respect to any _____________ Chart Industries, Inc. – of June ___, 2006, among the Borrower and the Lenders party thereto. Amendment No. 1 Effective Date shall have the meaning specified in Section 4(a) of Amendment No. 1. Chart Industries, Inc. Amendment No. 1 to the Credit Agreement 3 Initial Public Offering shall mean the first underwritten public offering by the Borrower of its Equity Interests pursuant to a registration _____________ Chart Industries, Inc. – or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to Chart Industries, Inc. Amendment No. 1 to the Credit Agreement 4 such issuance, amendment, renewal or extension, (i) the Revolving Facility Credit Exposure shall not exceed the total Revolving Facility Commitments and ( _____________ Chart Industries, Inc. – to exceed U.S.$17 million.. (j) Section 6.04(j) is amended by replacing the figure U.S.$100.0 million with the figure U.S.$200.0 million. Chart Industries, Inc. Amendment No. 1 to the Credit Agreement 5 (k) Section 6.05 is amended by amending the introductory paragraph thereof in full to read as follows: Merge into or _____________ dt 1456365 ;	Citicorp Citicorp North America, Inc. As referenced in this Collateral Agreement: Citicorp North America, Inc – hereto. PRELIMINARY STATEMENTS: 1. Holdings and the Borrower have entered into that certain Credit Agreement, dated as of October 17, 2005 (the Credit Agreement) with the Lenders party thereto and Citicorp North America, Inc . (CNAI), as Administrative Agent (in such capacity, the Administrative Agent) and as collateral agent for the Lenders. Capitalized terms not otherwise defined in this Amendment have the same meanings _____________ CITICORP NORTH AMERICA, INC – the Borrower By: Name: Title: Chart Industries, Inc. Amendment No. 1 to the Credit Agreement CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Book Manager By: Name: Title: CITICORP NORTH AMERICA, INC ., as Administrative Agent, as Lender and L/C Issuing Bank By: Name: Title: Chart Industries, Inc. Amendment No. 1 to the Credit Agreement MORGAN STANLEY SENIOR FUNDING, INC., as _____________ Citicorp North America, Inc – X Chart Holdings LLC, a Delaware limited liability company (Holdings), Chart Industries, Inc., a Delaware corporation (the Borrower), as successor in interest to CI Acquisition, Inc., the Lenders party thereto, Citicorp North America, Inc . (CNAI), as Administrative Agent (in such capacity, the Administrative Agent) and as collateral agent (the Collateral Agent) for the Lenders, Morgan Stanley Senior Funding, Inc. (MS), as Syndication Agent, _____________ Citicorp North America, Inc – Existing Total Revolving New Revolving Revolving Facility Facility Facility L/C Commitment Commitment Commitment Commitment Name of Lender ($) ($) ($) ($) Natexis Banques Populaires 15,000,000 10,000,000 25,000,000 Citicorp North America, Inc . 15,000,000 5,000,000 20,000,000 JPMorgan Chase Bank, N.A. 20,000,000 20,000,000 115,000,000 Sovereign Bank 15,000,000 15, _____________ dt 1418831 ; Citicorp