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Subscribers | 2003 |
Placement Agent Agreement
Placement Agent Agreement (40K)
Doc #426571: Click preview link for longer preview.
Organitech USA, Inc.
PLACEMENT AGENT AGREEMENT
Dated as of: November 3, 2003.
The undersigned, Organitech USA, Inc., a Delaware corporation (the "COMPANY"),
hereby agrees with Charleston Capital Corporation (the "PLACEMENTAGENT") and
Dutchess Private Equities Fund, L.P., a Delaware Limited Partnership (the
"INVESTOR") as follows:
1. OFFERING. The Company hereby engages the Placement Agent to act as its
exclusive placement agent in connection with the Investment Agreement
dated . . .
426571
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OrganiTECH
As referenced in this Placement Agent Agreement:
Organitech USA, Inc – {DOCUMENT}
{TYPE}EX-10.3
{SEQUENCE}5
{FILENAME}d57687_ex10-3.txt
{DESCRIPTION}PLACEMENT AGENT AGREEMENT
{TEXT}
Exhibit 10.3
Organitech USA, Inc .
PLACEMENT AGENT AGREEMENT
Dated as of: November 3, 2003.
The undersigned, Organitech USA, Inc., a Delaware corporation (the "COMPANY"),
hereby agrees with Charleston Capital Corporation (the "PLACEMENTAGENT") and
Dutchess _____________
Organitech USA, Inc – 10.3
{SEQUENCE}5
{FILENAME}d57687_ex10-3.txt
{DESCRIPTION}PLACEMENT AGENT AGREEMENT
{TEXT}
Exhibit 10.3
Organitech USA, Inc.
PLACEMENT AGENT AGREEMENT
Dated as of: November 3, 2003.
The undersigned, Organitech USA, Inc ., a Delaware corporation (the "COMPANY"),
hereby agrees with Charleston Capital Corporation (the "PLACEMENTAGENT") and
Dutchess Private Equities Fund, L.P., a Delaware Limited Partnership (the
"INVESTOR") as follows:
1. _____________
Organitech USA, Inc – Charleston Capital Corporation
Attn: Ara Proudian, President
216 East 45th Street, 7th Floor
New York, New York 10017
(800) 826-2622 Fax: (212) 244-6955
If to the Company, to:
Organitech USA, Inc .
Attention: Lior Hessel, CEO
PO Box 700
Yoqneam 20692 Israel
Telephone: 972-4-959-0515
Facsimile: 972-4-959-0514
If to the Investor:
Dutchess Private Equities fund, LP
_____________
ORGANITECH USA, INC – other provision of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
{PAGE}
12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
ORGANITECH USA, INC .
By:___________________
Name: Lior Hessel
Title: CEO
CHARLESTON CAPITAL COPRORATION:
By:___________________
Name: Ara Proudian
Title: President
INVESTOR:
DUTCHESS PRIVATE EQUITIES FUND, L.P.
BY ITS GENERAL PARTNER DUTCHESS
_____________
dt 1392441
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Subscribers | 2000 |
Selling Agent Agreement
Selling Agent Agreement (140K)
Doc #1681372: Click preview link for longer preview.
CATERPILLAR FINANCIAL SERVICES CORPORATION
$500,000,000
POWERNOTES(SM)
WITH MATURITIES OF 9 MONTHS OR MORE FROM DATE OF ISSUE
SELLING AGENT AGREEMENT
September 8, 2000
ABN AMRO Incorporated
327 Plaza Real, Suite 225
Boca Raton, FL 33432
Charles Schwab & Co., Inc.
101 Montgomery Street
San Francisco, CA 94104
Edward Jones & Co., L.P.
12555 Manchester
Des Peres, . . .
1681372
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Caterpillar
As referenced in this Selling Agent Agreement:
Caterpillar Inc – forth in
clauses (ii), (iii), (iv), (vii) and (viii)(2) and (3) of Section II(b).
(e) You shall have received a certificate of the secretary or assistant
secretary of Caterpillar Inc . (formerly known as Caterpillar Tractor Co.) as to
(i) the Restated Certificate of Incorporation of Caterpillar Inc., (ii) the
Bylaws of Caterpillar Inc. and (iii) no amendments to or _____________
Caterpillar Inc – You shall have received a certificate of the secretary or assistant
secretary of Caterpillar Inc. (formerly known as Caterpillar Tractor Co.) as to
(i) the Restated Certificate of Incorporation of Caterpillar Inc ., (ii) the
Bylaws of Caterpillar Inc. and (iii) no amendments to or action taken by
Caterpillar Inc. or its directors or officers in contemplation of making any
amendment to _____________
Caterpillar Inc – of the secretary or assistant
secretary of Caterpillar Inc. (formerly known as Caterpillar Tractor Co.) as to
(i) the Restated Certificate of Incorporation of Caterpillar Inc., (ii) the
Bylaws of Caterpillar Inc . and (iii) no amendments to or action taken by
Caterpillar Inc. or its directors or officers in contemplation of making any
amendment to the following agreements between Caterpillar Inc. _____________
Caterpillar Inc – as Caterpillar Tractor Co.) as to
(i) the Restated Certificate of Incorporation of Caterpillar Inc., (ii) the
Bylaws of Caterpillar Inc. and (iii) no amendments to or action taken by
Caterpillar Inc . or its directors or officers in contemplation of making any
amendment to the following agreements between Caterpillar Inc. and the Company
since the respective dates thereof: (A) the Support _____________
Caterpillar Inc – of Caterpillar Inc. and (iii) no amendments to or action taken by
Caterpillar Inc. or its directors or officers in contemplation of making any
amendment to the following agreements between Caterpillar Inc . and the Company
since the respective dates thereof: (A) the Support Agreement, dated as of
December 21, 1984, as amended by First Amendment to the Support Agreement, dated
June _____________
dt 1552812
;
Chase Manhattan
As referenced in this Selling Agent Agreement:
Chase Manhattan
Bank, – funds on
such date. The Company will make such payment on such Global
Notes by instructing the Trustee to withdraw funds from an
account maintained by the Company with The Chase Manhattan
Bank, by wire transfer to The Chase Manhattan Bank or as
otherwise agreed with the Trustee. The Company will confirm
such instructions in writing to the Trustee. Prior to 10: _____________
Chase Manhattan Bank – such payment on such Global
Notes by instructing the Trustee to withdraw funds from an
account maintained by the Company with The Chase Manhattan
Bank, by wire transfer to The Chase Manhattan Bank or as
otherwise agreed with the Trustee. The Company will confirm
such instructions in writing to the Trustee. Prior to 10:00
a.m., New York City time, on the _____________
Chase Manhattan Bank – H" will be
settled in accordance with SDFS operating procedures in
effect on the Settlement Date.
J. The Trustee will credit to an account of the Company
maintained at The Chase Manhattan Bank funds available
for immediate use in an amount equal to the amount
credited to the Trustee's DTC participant account in
accordance with Settlement Procedure "G".
K. The Trustee will _____________
dt 1427485
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Salomon
As referenced in this Selling Agent Agreement:
Salomon Smith Barney Inc – Capital Markets
a division of National Financial Services Corporation)
World Trade Center
164 Northern Avenue, ZT3
Boston, MA 02210
PaineWebber Incorporated
1285 Avenue of the Americas
New York, NY 10019
Salomon Smith Barney Inc .
Seven World Trade Center
New York, NY 10048
-----------------------
(SM) Service Mark of Caterpillar Financial Services Corporation
1
<PAGE> 2
Dear Sirs:
Caterpillar Financial Services Corporation, a Delaware _____________
SALOMON SMITH BARNEY INC – ZT3
Boston, Massachusetts 02210
Attention:
Telefax:
19
<PAGE> 20
PAINEWEBBER INCORPORATED
By:___________________________
Title:________________________
PaineWebber Incorporated
1285 Avenue of the Americas
New York, NY 10019
Attention:
Telefax:
SALOMON SMITH BARNEY INC .
By:___________________________
Title:________________________
Salomon Smith Barney Inc.
Seven World Trade Center
New York, New York 10048
Attention:
Telefax:
20
<PAGE> 21
EXHIBIT A
POWERNOTES(SM)
CATERPILLAR _____________
Salomon Smith Barney Inc – PAGE> 20
PAINEWEBBER INCORPORATED
By:___________________________
Title:________________________
PaineWebber Incorporated
1285 Avenue of the Americas
New York, NY 10019
Attention:
Telefax:
SALOMON SMITH BARNEY INC.
By:___________________________
Title:________________________
Salomon Smith Barney Inc .
Seven World Trade Center
New York, New York 10048
Attention:
Telefax:
20
<PAGE> 21
EXHIBIT A
POWERNOTES(SM)
CATERPILLAR FINANCIAL SERVICES CORPORATION
DEALER AGENT PROGRAM
The following _____________
Salomon Smith Barney Inc – amp; Co., L.P., Fidelity Capital
Markets, a division of National Financial Services LLC (formerly known as
Fidelity Capital Markets, a division of National Financial Services
Corporation), PaineWebber Incorporated and Salomon Smith Barney Inc .
(collectively, the "Agents") pursuant to a Selling Agent Agreement among the
Company and the Agents dated as of the date hereof (the "Selling Agreement") and
one or more terms _____________
dt 1349988
;
Orrick
As referenced in this Selling Agent Agreement:
Orrick, Herrington – to the foregoing effect. The officer making
such certificate may rely upon the best of his knowledge as to proceedings
threatened.
(b) You shall have received a favorable opinion of Orrick, Herrington &
Sutcliffe LLP ("Orrick, Herrington & Sutcliffe"), counsel for the Company, dated
the Commencement Date, to the effect that (i) the Company has been duly
incorporated, is validly existing _____________
"Orrick, Herrington – officer making
such certificate may rely upon the best of his knowledge as to proceedings
threatened.
(b) You shall have received a favorable opinion of Orrick, Herrington &
Sutcliffe LLP ("Orrick, Herrington & Sutcliffe"), counsel for the Company, dated
the Commencement Date, to the effect that (i) the Company has been duly
incorporated, is validly existing as a corporation in good _____________
Orrick,
Herrington – iv) this Agreement has been duly authorized,
executed and delivered by the Company and is a legal, valid, binding and
enforceable obligation of the Company; provided, that, the opinions of Orrick,
Herrington & Sutcliffe in (ii), (iii) and (iv) hereof are subject as to
enforcement to the laws of bankruptcy, insolvency, reorganization and other laws
of general applicability relating to or _____________
Orrick, Herrington – Registration Statement by which the Company is bound; (vii) the Indenture
conforms and the Notes will conform in all material respects to the descriptions
thereof in the Prospectus; and (viii) Orrick, Herrington & Sutcliffe (1) is of
the opinion that each document, if any, filed pursuant to the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") (except as to _____________
Orrick, Herrington – opinion that each document, if any, filed pursuant to the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") (except as to financial
statements contained therein, as to which Orrick, Herrington & Sutcliffe need
not express any opinion) and incorporated by reference in the Prospectus
complied when so filed as
3
<PAGE> 4
to form in all material _____________
dt 1430298
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