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Agency Agreement
Agency Agreement (127K)
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Agency Agreement
Perpetual Trustees Victoria Limited
Interstar Securitisation Management Pty Limited
Interstar Securities (Australia) Pty Limited
[The Bank of New York, New York Branch]
Interstar Millennium Trusts
Interstar Millennium Series 2003-3G Trust
Allens Arthur Robinson
The Chifley Tower
2 Chifley Square
Sydney NSW 2000
Australia
Tel 61 2 9230 4000
Fax 61 2 9230 5333
(C) Copyright Allens Arthur Robinson 2003
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Agency Agreement [ALLENS ARTHUR ROBINSON LOGO]
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Table of Contents
{TABLE}
{S} {C}
1. Definitions and Interpretation 2
1.1 Definitions 2
1.2 Definitions in Master Trust Deed, Series Notice, Note Trust Deed and Conditions 3
1.3 Interpretation 3
1.4 Document or agreement 3
1.5 Transaction Document 4
1.6 Trustee as trustee 4
2. Appointment of Paying Agents 4
3. Payment 5
3.1 Payment by Trustee 5
3.2 Confirmation 5
3.3 Payments by Paying Agents 5
3.4 Method of Payment - Global Notes 5
3.5 Method of payment - Definitive Notes 6
3.6 Late payment 6
3.7 Notice of non-receipt 7
3.8 Reimbursement 7
3.9 Method of payment 7
3.10 No fee 8
3.11 Trust 8
4. Repayment 8
5. Appointment of the Calculation Agent 8
6. Duties of the Calculation Agent 9
7. Note Trustee 10
8. Early redemption of Non-A$ Notes 11
9. Pro Rata Redemption, Purchases and Cancellation of Notes 11
10. Notices to Non-A$ Noteholders 15
11. Documents and forms 15
12. Authentication 16
13. Indemnity 16
14. The Note Register 17
14.1 Appointment of Note Registrar 17
14.2 Details to be kept on the Note Register 17
14.3 Payments of Principal and Interest 17
14.4 Place of keeping Register, copies and access 18
14.5 Details on Note Register conclusive 18
14.6 Alteration of details on Note Register 18
14.7 Rectification of Note Register 18
14.8 Correctness of Note Register 19
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Page (i)
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Agency Agreement [ALLENS ARTHUR ROBINSON LOGO]
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{TABLE}
{S} {C}
15. Changes of Note Registrar 19
15.1 Removal 19
15.2 Resignation 19
15.3 Limitation 19
15.4 Successor to Note Registrar 19
16. General 20
16.1 Meetings of Non-A$ Noteholders 20
16.2 Agency 20
16.3 Identity 20
16.4 No set-off 21
16.5 Reliance 21
16.6 Entitled to deal 21
16.7 Consultation 21
16.8 Duties 22
17. Changes in Paying Agents and Calculation Agent 22
17.1 Removal 22
17.2 Resignation 23
17.3 Limitation 23
17.4 Delivery of amounts 23
17.5 Successor Paying Agents 24
17.6 Successor to Calculation Agent 24
17.7 Notice to Non-A$ Noteholders 25
17.8 Change in Paying Office or Specified Office 25
18. Fees and expenses 26
19. Waivers, remedies cumulative 26
20. Severability of provisions 27
21. Assignments 27
22. Notices 27
22.1 General 27
22.2 Details 27
22.3 Communication through Principal Paying Agent 30
23. Limited recourse 30
23.1 General 30
23.2 Liability of Trustee limited to its right to indemnity 30
23.3 Unrestricted remedies 31
23.4 Restricted remedies 31
24. Counterparts 32
25. Governing law 32
26. Successor trustee 32
{/TABLE}
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Agency Agreement [ALLENS ARTHUR ROBINSON LOGO]
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Date 2003
Parties
1. Perpetual Trustees Victoria Limited (ABN 47 004 027 258) of Level 4,
333 Collins Street, Melbourne, Victoria in its capacity as trustee of
Interstar Millennium Series 2003-3G Trust (the Trustee);
2. Interstar Securitisation Management Pty Limited (ABN 56 100 346 898)
of Level 28, 367 Collins Street, Melbourne, Victoria in its capacity
as Trust Manager (the Trust Manager);
3. Interstar Securities (Australia) Pty Limited (ABN 72 087 271 109) of
Level 31, 367 Collins Street, Melbourne, Victoria in its capacity as
Servicer (the Servicer); and
4. [The Bank of New York, New York Branch] as principal paying agent for
the Non-A$ Notes described below (the Principal Paying Agent, which
expression shall, wherever the context requires, include any successor
principal paying agent from time to time under this agreement) and as
trustee for the Non-A$ Noteholders (the Note Trustee, which expression
shall, wherever the context requires, include any other trustee or
trustees from time to time under the Note Trust Deed) and as
calculation agent in relation to the Non-A$ Notes described below (the
Calculation Agent, which expression shall, wherever the context
requires, include any successor reference agent from time to time) and
as note registrar in relation to the Non-A$ Notes described below (the
Note Registrar, which expression shall, wherever the context requires,
include any successor note registrar from time to time under this
agreement).
Recitals
A The Trustee proposes to issue US$[500,000,000] of Class A2 Mortgage
Backed Floating Rate Notes and US$[*] of Class B1 Mortgage Backed
Floating Rate Notes (the US$ Notes) and (euro)[*] of Class A3 Mortgage
Backed Floating Rate Notes (the Class A3 Notes and, together with the
US$ Notes, the Non-A$ Notes).
B The US$ Notes, upon original issue, will be issued in the form of a
Class A2 Global Note (in the case of the Class A2 Notes) and a Class
B1 Global Note (in the case of the Class B1 Notes). The Trustee shall,
on the date of this deed, deliver or arrange the delivery on its
behalf of each Global Note for US$ Notes to the Principal Paying
Agent, as agent for the relevant Clearing Agency. Each Global Note for
US$ Notes shall initially be registered on the Note Register in the
name of Cede & Co, as nominee of DTC, and no Note Owner will receive a
Definitive Note representing such Note Owner's interest in such US$
Note, except as provided in the Note Trust Deed.
C The Class A3 Notes will be represented initially by the Temporary
Class A3 Global Note. Interests in the Temporary Class A3 Global Note
will be exchangeable (provided that certification of non-US beneficial
ownership has been received by the Principal Paying
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Agency Agreement [ALLENS ARTHUR ROBINSON LOGO]
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Agent) 40 days after the Closing Date for the Permanent Class A3
Global Note in accordance with the terms of the Temporary Class A3
Global Note. The Temporary Class A3 Global Note will be deposited on
the date of this agreement with the common depository for each of
Euroclear and Clearstream, Luxembourg, for the respective accounts of
Euroclear and Clearstream, Luxembourg. The Class A3 Notes so
represented shall be credited to the respective accounts of the Class
A3 Noteholders. The Permanent Class A3 Global Note will be deposited
on the date of this agreement with the common depository for each of
Euroclear and Clearstream, Luxembourg, to be held for exchange (in
whole or in part) from the Temporary Class A3 Global Note in
accordance with the terms of the Temporary Class A3 Global Note. The
Global Notes for Class A3 Notes will be exchangeable for Class A3
Notes in definitive form with Coupons and Talons, in the circumstances
specified in those Global Notes.
D The Non-A$ Notes will be constituted by the Note Trust Deed, the
Series Notice and the Master Trust Deed.
E The Non-A$ Notes will be secured on the terms of the Security Trust
Deed.
F The Trustee wishes to appoint the Principal Paying Agent as principal
paying agent in respect of the Non-A$ Notes and has entered into this
agreement to provide for the terms and conditions of that appointment.
G The Trustee wishes to appoint the Calculation Agent as its reference
agent in respect of the Non-A$ Notes and has entered into this
agreement to provide for the terms and conditions of that appointment.
H The Trustee wishes to appoint the Note Registrar as note registrar in
respect of the US$ Notes and has entered into this agreement to
provide for the terms and conditions of that appointment.
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IT IS AGREED as follows.
1. Definitions and Interpretation
--------------------------------------------------------------------------------
1.1 Definitions
The following definitions apply unless the context requires otherwise.
Determination Date means, in relation to a Payment Date, the date which is
4 Business Days before that Payment Date.
Master Trust Deed means the Master Trust Deed for the Interstar Millennium
Trusts dated 2 December 1999 between the Trustee as trustee and Interstar
Securities (Australia) Pty Limited.
Notice of Creation of Trust means the Notice of Creation of Trust dated [*]
2003 issued under the Master Trust Deed in relation to the Trust.
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Agency Agreement [ALLENS ARTHUR ROBINSON LOGO]
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Paying Agent means any person for the time being appointed as a Paying
Agent under this agreement and includes the Principal Paying Agent.
117949
|
 Cede
As referenced in this Agency Agreement:
Cede & Co – for
US$ Notes shall initially be registered on the Note Register in the
name of Cede & Co , as nominee of DTC, and no Note Owner will receive a
Definitive Note representing
dt 38739
;
BNY
As referenced in this Agency Agreement:
Bank of New York, – Perpetual Trustees Victoria Limited
Interstar Securitisation Management Pty Limited
Interstar Securities (Australia) Pty Limited
[The Bank of New York, New York Branch]
Interstar Millennium Trusts
Interstar Millennium Series 2003-3G Trust
Allens Arthur
Bank of New York, – 367 Collins Street, Melbourne, Victoria in its capacity as
Servicer (the Servicer); and
4. [The Bank of New York, New York Branch] as principal paying agent for
the Non-A$ Notes described below (
Bank of New York, – LOGO]
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14. The Note Register
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14.1 Appointment of Note Registrar
The Trustee appoints [The Bank of New York, New York Branch] to be the
initial Note Registrar. [The Bank of New York,
Bank of New York, – The Bank of New York, New York Branch] to be the
initial Note Registrar. [The Bank of New York, New York Branch] accepts
that appointment.
14.2 Details to be kept on the
BANK OF NEW YORK, – Executive Officer
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Agency Agreement [ALLENS ARTHUR ROBINSON LOGO]
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The Note Trustee
[THE BANK OF NEW YORK, NEW YORK BRANCH
101 Barclay Street
21W New York
New York 10286
United States
dt 41476
;
| Interstar Securitisation Management Pty Ltd.
|
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Agency Agreement
Agency Agreement (163K)
Doc #172932: Click preview link for longer preview.
$225,000,000
PIEDMONT NATURAL GAS COMPANY, INC.
MEDIUM-TERM NOTES, SERIES E
AGENCY AGREEMENT
____________________, [_____]
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
SunTrust Capital Markets, Inc.
BB&T Capital Markets, a division of Scott & Stringfellow, Inc.
Davenport & Company LLC
Edward D. Jones & Co., L.P.
Janney Montgomery Scott LLC
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, NY 10080
Dear Sirs:
1. INTRODUCTION. Piedmont Natural Gas Company, Inc., a North
Carolina 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 of up to $225,000,000 aggregate
principal amount of its Medium-Term Notes, Series E, Due Not Less Than Nine
Months from Date of Issue registered under the registration statements referred
to in Section 2(a) (any such Medium-Term Notes, being hereinafter referred to as
the "Securities", which expression shall, if the context so admits, include any
permanent global Security). Securities may be sold pursuant to Section 3 of this
Agreement or as contemplated by Section 11 of this Agreement in an aggregate
amount not to exceed the amount of Registered Securities (as defined in Section
2(a) hereof) registered pursuant to such registration statements reduced by the
aggregate amount of any other Registered Securities sold otherwise than pursuant
to Sections 3 and 11 of this Agreement. The Securities will be issued under the
Indenture, dated as of April 1, 1993, between Piedmont Natural Gas Company,
Inc., a New York corporation (the "Predecessor Company"), and Citibank, N.A., as
trustee (the "Trustee"), as amended by the First Supplemental Indenture, dated
as of February 25, 1994, among the Issuer, the Predecessor Company and the
Trustee, and the Second Supplemental Indenture, dated as of June 15, 2003,
between the Issuer and the Trustee (collectively, the "Indenture").
{PAGE}
The Securities shall have the terms described in the
Prospectus referred to in Section 2(a) as it may be amended or supplemented from
time to time, including any supplement to the Prospectus that sets forth only
the terms of a particular issue of the Securities (a "Pricing Supplement").
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) The Issuer meets the requirements for use of Form S-3
under the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations ("Rules and Regulations") of the Securities and
Exchange Commission (the "Commission") and has filed with the
Commission two registration statements on such form (No. 333-10628 and
333-62222), including a prospectus, relating to equity and debt
securities of the Issuer, including the Securities (such equity and
debt securities, the "Registered Securities"), which have become
effective under the Act. Such registration statements, as amended as of
the Closing Date (as defined in Section 3(e) hereof), are hereinafter
referred to as the "Registration Statements", and the prospectus and
the preliminary prospectus supplement relating to the Securities
included in such Registration Statements, as supplemented as of the
Closing Date, including all material incorporated by reference therein,
is 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. The Registration Statements, as such
Registration Statements may be amended or supplemented, meet the
requirements set forth in Rule 415(a)(1)(x) and (a)(2) under the Act
and complies in all material respects with said Rule.
(b) On the effective date of each part of the
registration statements relating to the Registered Securities and each
post-effective amendment thereto and the date hereof, such registration
statement conformed in all respects to the requirements of the Act, the
Rules and Regulations, the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act") and the rules and regulations under the Trust
Indenture Act (the "Trust Indenture Act Rules and Regulations") and did
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, and on the Closing Date, the
Registration Statements and the Prospectus, and at each of the times of
acceptance and of delivery referred to in Section 6(a) hereof and at
each of the times of amendment or supplementing referred to in Section
6(b) hereof (the Closing Date and each such time being herein sometimes
referred to as a "Representation Date"), the Registration Statements
and the Prospectus as then amended or supplemented will conform in all
material respects to the requirements of the Act, the Trust Indenture
Act and the Rules and Regulations, and none of such documents will
include any untrue statement of a material fact or will omit to state
any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they
172932
|
Cede
As referenced in this Agency Agreement:
Cede & Co – Trustee and DTC.
REGISTRATION
The Master Global Note will be registered in the name of Cede & Co ., as
nominee for DTC, on the Debt Security Register maintained under the Indenture.
The
Cede & Co – records of such Participants and one or
more indirect participants in DTC. So long as Cede & Co . is the registered owner
of the Master Global Note, DTC will be considered the
dt 38949
;
Citibank
As referenced in this Agency Agreement:
Citibank, N.A. – under the
Indenture, dated as of April 1, 1993, between Piedmont Natural Gas Company,
Inc., a New York corporation (the "Predecessor Company"), and Citibank, N.A. , as
trustee (the "Trustee"), as amended by the First Supplemental Indenture, dated
as of February 25, 1994, among the Issuer, the Predecessor
_____________
Citibank, N.A. – to an
Indenture, dated as of April 1, 1993, between Piedmont Natural Gas Company,
Inc., a New York corporation (the "Predecessor Company") and Citibank, N.A. , as
trustee (the "Trustee"), as amended by the First Supplemental Indenture, dated
as of February 25, 1994, among the Issuer, the Predecessor
_____________
dt 146123
;
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 funds available for immediate use by DTC, each payment of
dt 42315
;
|
Citibank
As referenced in this Agency Agreement:
Citibank, N.A. – under the
Indenture, dated as of April 1, 1993, between Piedmont Natural Gas Company,
Inc., a New York corporation (the "Predecessor Company"), and Citibank, N.A. , as
trustee (the "Trustee"), as amended by the First Supplemental Indenture, dated
as of February 25, 1994, among the Issuer, the Predecessor
_____________
Citibank, N.A. – to an
Indenture, dated as of April 1, 1993, between Piedmont Natural Gas Company,
Inc., a New York corporation (the "Predecessor Company") and Citibank, N.A. , as
trustee (the "Trustee"), as amended by the First Supplemental Indenture, dated
as of February 25, 1994, among the Issuer, the Predecessor
_____________
dt 146123
;
MLBFS
As referenced in this Agency Agreement:
Merrill Lynch, Pierce, Fenner & Smith – 000
PIEDMONT NATURAL GAS COMPANY, INC.
MEDIUM-TERM NOTES, SERIES E
AGENCY AGREEMENT
____________________, [_____]
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
SunTrust Capital Markets, Inc.
BB&T Capital Markets, a division of Scott & Stringfellow,
Merrill Lynch, Pierce, Fenner & Smith – Davenport & Company LLC
Edward D. Jones & Co., L.P.
Janney Montgomery Scott LLC
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, NY 10080
Dear Sirs:
1. INTRODUCTION. Piedmont
Merrill Lynch, Pierce, Fenner & Smith – been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to Merrill Lynch, Pierce, Fenner & Smith Incorporated
shall be directed to it at 4 World Financial Center, New York, New
MERRILL LYNCH, PIERCE, FENNER & SMITH – INC.
By: __________________________________
Name:
Title:
CONFIRMED AND ACCEPTED, as of
the date first above written:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: _________________________________
Name:
Title:
BB&T CAPITAL MARKETS, A DIVISION OF SCOTT &
STRINGFELLOW,
Merrill
Lynch, Pierce, Fenner & Smith – a continuing basis by Piedmont
Natural Gas Company, Inc., a North Carolina corporation (the "Issuer"). Merrill
Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Capital Markets, Inc., BB&T
Capital Markets, a division of Scott & Stringfellow,
dt 44017
;
More... |
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Agency Agreement
Agency Agreement (218K)
Doc #173052: Click preview link for longer preview.
U.S. $5,074,816,000*
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities LLC
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Dear Sirs:
National Rural Utilities Cooperative Finance Corporation, a
District of Columbia cooperative association (the "Company"), confirms its
agreement with each of you (individually, an "Agent" and, collectively, the
"Agents") with respect to the issue and sale by the Company of up to U.S.
$5,074,816,000*/ aggregate principal amount of
--------------------
* Or the U.S. dollar equivalent in certain specified foreign currencies.
{PAGE}
2
its Medium-Term Notes, Series C (such Medium-Term Notes, Series C, together with
such additional Medium-Term Notes of the Company as are added to this Agreement
pursuant to an Amendment, the "Securities"). The Securities are to be issued
from time to time pursuant to an Indenture, dated as of December 15, 1987 (as
supplemented by a First Supplemental Indenture dated as of October 1, 1990, and
as it may be supplemented or amended from time to time, the "Indenture"),
between the Company and U.S. Bank Trust National Association, as successor
trustee (the "Trustee").
Subject to the terms and conditions stated herein and subject
to the reservation by the Company of the right to sell Securities directly on
its own behalf at any time, and to any person, and to designate or select
additional agents, the Company hereby appoints the Agents as the exclusive
agents of the Company for the purpose of soliciting or receiving offers to
purchase the Securities from the Company by others. This Agreement shall only
apply to sales of the Securities on original issuance and not to sales of any
other securities or evidences of indebtedness of the Company and only on the
specific terms set forth herein.
SECTION 1. Representations and Warranties. The Company
represents and warrants to each Agent as of the date hereof, as of each Closing
Date (as defined in Section 2(f) hereof), as of each settlement date in respect
of any principal purchase (whether pursuant to a Purchase Agreement or
otherwise) and as of the times referred to in Sections 6(a) and 6(b) hereof
(each Closing Date, each settlement date and each such time being hereinafter
sometimes referred to as a "Representation Date"), as follows:
(a) Registration Statement and Prospectus. The Company has
filed with the Securities and Exchange Commission (the "Commission")
Registration Statement on Form S-3 No. 333-109310 (and any registration
statements referred to in any Amendment (as defined in Section 12 hereof)) for
the registration under the Securities Act of 1933 (the "Act") of the Securities
(including a prospectus relating to the registration statements) and has filed
and may file one or more amendments thereto (including one or more amended or
supplemental prospectuses) and such registration statements and any such
amendments have become effective. Each such registration statement, including
financial statements and exhibits, at the time it became effective under the
Act, as amended and supplemented (including all documents incorporated therein
by reference), is hereinafter referred to as a "Registration Statement". A
prospectus supplement dated October 23, 2003, relating to the Securities and to
Registration Statement No. 333-109310, including a prospectus, has been prepared
and will be filed pursuant to Rule 424 of the rules and regulations of the
Commission (the "Rules and Regulations") under the Act (such prospectus and
prospectus supplement (or, in the case of any Amendment, the prospectus and
prospectus supplement referred to therein) are herein referred to as the
"Prospectus"). Any reference in this Agreement to the Prospectus as amended or
supplemented shall include, without limitation, any prospectus filed with the
Commission pursuant to Rule 424 of the Rules and Regulations which amends or
supplements the Prospectus. Any reference herein to a Registration Statement or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or
before the effective date of such
{PAGE}
3
Registration Statement or the date of the Prospectus, as the case may be; and
any reference herein to the terms "amend", "amendment" or "supplement" with
respect to a Registration Statement or the Prospectus shall be deemed to refer
to and include the filing of any document under the Exchange Act after the
effective date of such Registration Statement, or the date of the Prospectus, as
the case may be, and deemed to be incorporated therein by reference.
(b) Accuracy of Registration Statements. Each Registration
Statement (and such Registration Statement as amended if any post-effective
amendment thereof shall have become effective) complies in all material respects
with the provisions of the Act and the Exchange Act and the Rules and
Regulations and does not contain an untrue statement of a material fact and does
not omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and the Prospectus (and the
Prospectus as amended or supplemented, if the Company shall have filed with the
Commission any amendment thereof or supplement thereto) fully complies with the
provisions of the Act and the Exchange Act and the Rules and Regulations and
does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that none of the representations and warranties
in this paragraph (b) shall apply to (i) that part of any Registration Statement
which shall constitute the Statement of Eligibility (Form T-1) under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the Trustee or
(ii) statements in, or omissions from, any Registration Statement or the
Prospectus or any amendment thereof or supplement thereto made in reliance upon
and in conformity with information furnished in writing to the Company by or on
behalf of an Agent for use in connection with the preparation of such
Registration Statement or the Prospectus or any such amendment or supplement.
(c) Accountants. The accountants who have certified or shall
certify the financial statements filed and to be filed with the Commission as
parts of any Registration Statement and the Prospectus are independent with
respect to the Company as required by the Act and the Rules and Regulations.
(d) Due Incorporation. The Company has been duly incorporated
and is a validly existing cooperative association in good standing under the
laws of the District of Columbia, duly qualified and in good standing in each
jurisdiction in which the ownership or leasing of properties or the conduct of
its business requires it to be qualified (or the failure to be so qualified will
not have a material adverse effect upon the business or condition of the
Company), and the Company has the corporate power and holds all valid permits
and other required authorizations from governmental authorities necessary to
carry on its business as now conducted and as to be conducted on the Closing
Date and any Representation Date, and as contemplated by the Prospectus.
(e) Material Changes. Since the respective dates as of which
information is given in each Registration Statement and the Prospectus, and
except as set forth in the Prospectus, there has not been any material adverse
change in the condition, financial or
173052
|
Cede
As referenced in this Agency Agreement:
CEDE &
CO – fully registered form
without coupons. Each Global Security will be registered in the name of CEDE &
CO ., as nominee for DTC, on the securities register for the Notes maintained
under the
dt 38955
;
BofA Securities
As referenced in this Agency Agreement:
Banc of America Securities – 000*
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (
_____________
Banc of America Securities – ABN AMRO Incorporated
Park Avenue Plaza
55 E. 52nd St. 6th Floor
New York, N.Y. 10055
Attention: Fixed Income Syndicate
{PAGE}
26
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Attention: Product Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One
_____________
BANC OF AMERICA SECURITIES – s/ MARTIN GOLDBERG
------------------------------
Name: Martin Goldberg
Title: Senior Vice President
ABN AMRO INCORPORATED,
by /s/ VINCENT MURRAY
------------------------------
Name: Vincent Murray
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
by /s/ LILY CHANG
------------------------------
Name: Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J.
_____________
Banc of America Securities – are to be offered on a continuing basis by
National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (
_____________
Banc of
America Securities – Rural Utilities Cooperative Finance
Corporation (the "Company"), a District of Columbia
cooperative association, Lehman Brothers Inc. (an
"Agent"), ABN AMRO Incorporated (an "Agent") Banc of
America Securities LLC (an "Agent"), Bank One Capital
Markets, Inc. (an "Agent"), Deutsche Bank Securities,
Inc. (an "Agent"), J.P. Morgan Securities Inc. (an
"Agent"),
_____________
dt 93732
;
Banc One Capital
As referenced in this Agency Agreement:
Banc One Capital Markets, – FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities
_____________
Banc One Capital Markets, – Income Syndicate
{PAGE}
26
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Attention: Product Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One Plaza
MC IL1-0595
Chicago, IL 60670
Attention: Investment Grade Securities
Deutsche Bank Securities Inc.
60 Wall Street
_____________
BANC ONE CAPITAL MARKETS, – s/ VINCENT MURRAY
------------------------------
Name: Vincent Murray
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
by /s/ LILY CHANG
------------------------------
Name: Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J. Wood
Title: Managing Director
{PAGE}
30
DEUTSCHE BANK SECURITIES INC.
by /s/ RAJ
_____________
Banc One
Capital Markets, – a continuing basis by
National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA)
Inc. and UBS
_____________
BANC ONE CAPITAL MARKETS, – INC.,
by
________________________
Name:
Title:
27
{PAGE}
ABN AMRO INCORPORATED,
by
________________________
Name:
Title:
BANC OF AMERICA SECURITIES LLC,
by
________________________
Name:
Title:
BANC ONE CAPITAL MARKETS, INC.,
by
________________________
Name:
Title:
DEUTSCHE BANK SECURITIES INC.,
by
________________________
Name:
Title:
J.P. MORGAN SECURITIES INC.,
by
________________________
Name:
Title:
_____________
dt 100653
;
|
BNY
As referenced in this Agency Agreement:
Bank of New York – transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") on the Business Day immediately preceding the Settlement Date (as
Bank of New York
– instructions in a form previously
specified by DTC) to an account at the Federal Reserve Bank of New York
previously specified by DTC, in funds available for immediate use by DTC, each
payment
dt 42325
;
Deutsche Bank
As referenced in this Agency Agreement:
Deutsche Bank Securities Inc – Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc .
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities LLC
c/o Lehman Brothers
_____________
Deutsche Bank Securities Inc – Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One Plaza
MC IL1-0595
Chicago, IL 60670
Attention: Investment Grade Securities
Deutsche Bank Securities Inc .
60 Wall Street
36th Floor
New York, NY 10005
Attention: Debt Capital Markets
J.P. Morgan Securities Inc.
270 Park Avenue
New
_____________
DEUTSCHE BANK SECURITIES INC – Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J. Wood
Title: Managing Director
{PAGE}
30
DEUTSCHE BANK SECURITIES INC .
by /s/ RAJ BHATTACHARYYA
------------------------------
Name: Raj Bhattacharyya
Title Managing Director
by /s/ DEAN BELLISSIMO
-------------------------------
Name: Dean Bellissimo
Title: Director
J.P. MORGAN
_____________
Deutsche Bank Securities Inc – Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc ., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA)
Inc. and UBS Securities LLC, as agents (each
_____________
Deutsche Bank Securities,
Inc – Brothers Inc. (an
"Agent"), ABN AMRO Incorporated (an "Agent") Banc of
America Securities LLC (an "Agent"), Bank One Capital
Markets, Inc. (an "Agent"), Deutsche Bank Securities,
Inc . (an "Agent"), J.P. Morgan Securities Inc. (an
"Agent"), Merrill Lynch, Pierce, Fenner & Smith
Incorporated (an "Agent") Scotia Capital (USA) Inc.
(an "
_____________
dt 98595
;
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| 2003 |
Agency Agreement
Agency Agreement (66K)
Doc #173054: Click preview link for longer preview.
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities LLC
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Dear Sirs:
National Rural Utilities Cooperative Finance Corporation, a
District of Columbia cooperative association (the "Company"), confirms its
agreement with each of you (individually, an "Agent" and, collectively, the
"Agents") with respect to the issue and sale by the Company of up to U.S.
$5,074,816,000*/ aggregate principal amount of
--------------------
* Or the U.S. dollar equivalent in certain specified foreign currencies.
{PAGE}
2
its Medium-Term Notes, Series C (such Medium-Term Notes, Series C, together with
such additional Medium-Term Notes of the Company as are added to this Agreement
pursuant to an Amendment, the "Securities"). The Securities are to be issued
from time to time pursuant to an Indenture, dated as of December 15, 1987 (as
supplemented by a First Supplemental Indenture dated as of October 1, 1990, and
as it may be supplemented or amended from time to time, the "Indenture"),
between the Company and U.S. Bank Trust National Association, as successor
trustee (the "Trustee").
Subject to the terms and conditions stated herein and subject
to the reservation by the Company of the right to sell Securities directly on
its own behalf at any time, and to any person, and to designate or select
additional agents, the Company hereby appoints the Agents as the exclusive
agents of the Company for the purpose of soliciting or receiving offers to
purchase the Securities from the Company by others. This Agreement shall only
apply to sales of the Securities on original issuance and not to sales of any
other securities or evidences of indebtedness of the Company and only on the
specific terms set forth herein.
SECTION 1. Representations and Warranties. The Company
represents and warrants to each Agent as of the date hereof, as of each Closing
Date (as defined in Section 2(f) hereof), as of each settlement date in respect
of any principal purchase (whether pursuant to a Purchase Agreement or
otherwise) and as of the times referred to in Sections 6(a) and 6(b) hereof
(each Closing Date, each settlement date and each such time being hereinafter
sometimes referred to as a "Representation Date"), as follows:
(a) Registration Statement and Prospectus. The Company has
filed with the Securities and Exchange Commission (the "Commission")
Registration Statement on Form S-3 No. 333-109310 (and any registration
statements referred to in any Amendment (as defined in Section 12 hereof)) for
the registration under the Securities Act of 1933 (the "Act") of the Securities
(including a prospectus relating to the registration statements) and has filed
and may file one or more amendments thereto (including one or more amended or
supplemental prospectuses) and such registration statements and any such
amendments have become effective. Each such registration statement, including
financial statements and exhibits, at the time it became effective under the
Act, as amended and supplemented (including all documents incorporated therein
by reference), is hereinafter referred to as a "Registration Statement". A
prospectus supplement dated October 23, 2003, relating to the Securities and to
Registration Statement No. 333-109310, including a prospectus, has been prepared
and will be filed pursuant to Rule 424 of the rules and regulations of the
Commission (the "Rules and Regulations") under the Act (such prospectus and
prospectus supplement (or, in the case of any Amendment, the prospectus and
prospectus supplement referred to therein) are herein referred to as the
"Prospectus"). Any reference in this Agreement to the Prospectus as amended or
supplemented shall include, without limitation, any prospectus filed with the
Commission pursuant to Rule 424 of the Rules and Regulations which amends or
supplements the Prospectus. Any reference herein to a Registration Statement or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or
before the effective date of such
173054
|
Cede
As referenced in this Agency Agreement:
CEDE &
CO – fully registered form
without coupons. Each Global Security will be registered in the name of CEDE &
CO ., as nominee for DTC, on the securities register for the Notes maintained
under the
dt 38956
;
BofA Securities
As referenced in this Agency Agreement:
Banc of America Securities – 000*
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (
_____________
Banc of America Securities – ABN AMRO Incorporated
Park Avenue Plaza
55 E. 52nd St. 6th Floor
New York, N.Y. 10055
Attention: Fixed Income Syndicate
{PAGE}
26
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Attention: Product Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One
_____________
BANC OF AMERICA SECURITIES – s/ MARTIN GOLDBERG
------------------------------
Name: Martin Goldberg
Title: Senior Vice President
ABN AMRO INCORPORATED,
by /s/ VINCENT MURRAY
------------------------------
Name: Vincent Murray
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
by /s/ LILY CHANG
------------------------------
Name: Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J.
_____________
Banc of America Securities – are to be offered on a continuing basis by
National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (
_____________
Banc of
America Securities – Rural Utilities Cooperative Finance
Corporation (the "Company"), a District of Columbia
cooperative association, Lehman Brothers Inc. (an
"Agent"), ABN AMRO Incorporated (an "Agent") Banc of
America Securities LLC (an "Agent"), Bank One Capital
Markets, Inc. (an "Agent"), Deutsche Bank Securities,
Inc. (an "Agent"), J.P. Morgan Securities Inc. (an
"Agent"),
_____________
dt 93733
;
Banc One Capital
As referenced in this Agency Agreement:
Banc One Capital Markets, – FINANCE CORPORATION
Medium-Term Notes, Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities
_____________
Banc One Capital Markets, – Income Syndicate
{PAGE}
26
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
Attention: Product Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One Plaza
MC IL1-0595
Chicago, IL 60670
Attention: Investment Grade Securities
Deutsche Bank Securities Inc.
60 Wall Street
_____________
BANC ONE CAPITAL MARKETS, – s/ VINCENT MURRAY
------------------------------
Name: Vincent Murray
Title: Managing Director
BANC OF AMERICA SECURITIES LLC,
by /s/ LILY CHANG
------------------------------
Name: Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J. Wood
Title: Managing Director
{PAGE}
30
DEUTSCHE BANK SECURITIES INC.
by /s/ RAJ
_____________
Banc One
Capital Markets, – a continuing basis by
National Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA)
Inc. and UBS
_____________
BANC ONE CAPITAL MARKETS, – INC.,
by
________________________
Name:
Title:
27
{PAGE}
ABN AMRO INCORPORATED,
by
________________________
Name:
Title:
BANC OF AMERICA SECURITIES LLC,
by
________________________
Name:
Title:
BANC ONE CAPITAL MARKETS, INC.,
by
________________________
Name:
Title:
DEUTSCHE BANK SECURITIES INC.,
by
________________________
Name:
Title:
J.P. MORGAN SECURITIES INC.,
by
________________________
Name:
Title:
_____________
dt 100654
;
|
BNY
As referenced in this Agency Agreement:
Bank of New York – transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") on the Business Day immediately preceding the Settlement Date (as
Bank of New York
– instructions in a form previously
specified by DTC) to an account at the Federal Reserve Bank of New York
previously specified by DTC, in funds available for immediate use by DTC, each
payment
dt 42326
;
Deutsche Bank
As referenced in this Agency Agreement:
Deutsche Bank Securities Inc – Series C
AGENCY AGREEMENT
October 23, 2003
Lehman Brothers Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Deutsche Bank Securities Inc .
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Scotia Capital (USA) Inc.
UBS Securities LLC
c/o Lehman Brothers
_____________
Deutsche Bank Securities Inc – Management - Medium Term Notes
Banc One Capital Markets, Inc.
1 Bank One Plaza
MC IL1-0595
Chicago, IL 60670
Attention: Investment Grade Securities
Deutsche Bank Securities Inc .
60 Wall Street
36th Floor
New York, NY 10005
Attention: Debt Capital Markets
J.P. Morgan Securities Inc.
270 Park Avenue
New
_____________
DEUTSCHE BANK SECURITIES INC – Lily Chang
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
by /s/ DAVID J. WOOD
------------------------------
Name: David J. Wood
Title: Managing Director
{PAGE}
30
DEUTSCHE BANK SECURITIES INC .
by /s/ RAJ BHATTACHARYYA
------------------------------
Name: Raj Bhattacharyya
Title Managing Director
by /s/ DEAN BELLISSIMO
-------------------------------
Name: Dean Bellissimo
Title: Director
J.P. MORGAN
_____________
Deutsche Bank Securities Inc – Rural Utilities Cooperative Finance Corporation (the "Company"). Lehman
Brothers Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Banc One
Capital Markets, Inc., Deutsche Bank Securities Inc ., J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Scotia Capital (USA)
Inc. and UBS Securities LLC, as agents (each
_____________
Deutsche Bank Securities,
Inc – Brothers Inc. (an
"Agent"), ABN AMRO Incorporated (an "Agent") Banc of
America Securities LLC (an "Agent"), Bank One Capital
Markets, Inc. (an "Agent"), Deutsche Bank Securities,
Inc . (an "Agent"), J.P. Morgan Securities Inc. (an
"Agent"), Merrill Lynch, Pierce, Fenner & Smith
Incorporated (an "Agent") Scotia Capital (USA) Inc.
(an "
_____________
dt 98596
;
More... |
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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
|
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
;
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
;
|
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
;
Chase Securities
As referenced in this Agency Agreement:
Chase Securities Inc – 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 .
270 Park Avenue
New York, New York 10017-2070
Credit Suisse First Boston Corporation
11 Madison Aven |