Common use of DELIVERY INSTRUCTIONS Clause in Contracts

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM Resources, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7, 2005 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address

Appears in 3 contracts

Samples: Pledge Agreement (Public Service Co of New Mexico), Pledge Agreement (Public Service Co of New Mexico), Pledge Agreement (Public Service Co of New Mexico)

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DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Debentures which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Debentures which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association as Custodial Agent 000 Xxxx of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, 0xx Xxxxx 0000 Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 3.40% Junior Subordinated Debentures Due 2024 of PNM ResourcesAmerican Electric Power Company, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 7March 19, 2005 2019 (the “Pledge Agreement”), among the Company and youThe Bank of New York Mellon Trust Company, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationN.A., as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw the $__________ [ ] aggregate principal amount of Separate Senior Notes Debentures delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Separate Debentures to the undersigned in accordance with person(s) and the undersigned’s instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: Name Address By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Addressany

Appears in 2 contracts

Samples: Purchase Contract and Pledge Agreement (American Electric Power Co Inc), Purchase Contract and Pledge Agreement

DELIVERY INSTRUCTIONS. In the event of a Failed Final withdrawal of Separate Shares of Mandatory Convertible Preferred Stock from a Remarketing, Senior Notes that Separate Shares of Mandatory Convertible Preferred Stock which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Zip Code) In the event of a withdrawal of Separate Shares of Mandatory Convertible Preferred Stock from a Remarketing, Separate Shares of Mandatory Convertible Preferred Stock which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number) : Name of Account Party: EXHIBIT G INSTRUCTION O NOTIFICATION FROM PURCHASE CONTRACT AGENT TO CUSTODIAL COLLATERAL AGENT REGARDING WITHDRAWAL FROM REMARKETING [FUNDAMENTAL CHANGE EARLY SETTLEMENT][EARLY SETTLEMENT] U.S. Bank National Association Association, as Custodial Collateral Agent CityPlace I, 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx 0000 Xxx XxxxXxxxxxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Global Corporate Trust Administration Re: Senior Notes due 2010 Mandatory Convertible Preferred Stock of PNM Resources, NiSource Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c) [5.04(a)][5.06(a)] of the Purchase Contract and Pledge Agreement, dated as of October 7April 19, 2005 2021 (the “Pledge Agreement”), among between the Company and you, as Collateral Agent, Custodial Agent and Agent, Securities Intermediary, Purchase Contract Agent and attorney-in-fact for the holders of Corporate Units, Treasury Units and Cash Settled Units from time to time, that all the conditions necessary for [a Fundamental Change Early Settlement][an Early Settlement] (as defined in the Agreement) by the below specified Holder have been satisfied pursuant to which the undersigned has received from such Holder, and paid to the Company as confirmed in writing by the Company, the below specified Purchase Price. Holder: Purchase Price: U.S. Bank National Association, as Purchase Contract Agent By: Name: Title: DATED: EXHIBIT P NOTICE TO SETTLE WITH CASH AFTER UNSUCCESSFUL FINAL REMARKETING U.S. Bank National Association, as Purchase Contract Agent CityPlace I, 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Attention: Global Corporate Trust Re: Corporate Units of NiSource Inc., a Delaware corporation (the “Company”). The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02(b)(viii) of the Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (the “Purchase Contract and Pledge Agreement”), between the Company and you, as the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary, that such Holder has elected to pay to or upon the order of the Securities Intermediary for deposit in the Collateral Account, on or prior to 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashier’s check or wire transfer, in immediately available funds), $[____] as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to [____] Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash. Dated: __________ Signature: ______________________________________________ Medallion Signature Guarantee: _____________________ Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address Name of DTC Participant: DTC Participant code: Phone: Email: EXHIBIT Q NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Collateral Agent CityPlace I, 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Attention: Global Corporate Trust Re: Corporate Units of NiSource Inc. (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (the “Agreement”), between the Company and you, as Collateral Agent, as Securities Intermediary, as Custodial Agent, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: By: Name: Title: Signature GuaranteeWe hereby notify you in accordance with Section 5.02(b)(viii) of the Agreement that the holder of Corporate Units named below (the “Holder”) has elected to settle the [____] Purchase Contracts related to its Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock with [____] of separate cash prior to 4:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashier’s check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(b)(viii) of the Agreement in lieu of delivery of the Mandatory Convertible Preferred Stock underlying such Holder’s Applicable Ownership Interests in Mandatory Convertible Preferred Stock, give us notice of the receipt of such payment and, thereafter, you are instructed to, or instructed to cause the Securities Intermediary to, (A) deposit the separate cash received in the Collateral Account and, if applicable, invest such separate cash in Permitted Investments consistent with the instructions of the Company as provided in Section 5.02(b)(viii) of the Agreement, (B) promptly release from the Pledge the Mandatory Convertible Preferred Stock underlying the Applicable Ownership Interests in Mandatory Convertible Preferred Stock related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such shares of Mandatory Convertible Preferred Stock to us for distribution to such Holder in accordance with the terms provided for in the Agreement, in each case free and clear of the Pledge created by the Agreement. Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any AddressAddress DTC Participant Code U.S. Bank National Association, as Purchase Contract Agent By: Name: Title: DATED: EXHIBIT R NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT AND COLLATERAL AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Purchase Contract Agent CityPlace I, 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Attention: Global Corporate Trust U.S. Bank National Association, as Collateral Agent CityPlace I, 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Attention: Global Corporate Trust Re: Corporate Units of NiSource Inc. (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of April 19, 2021 (the “Agreement”), between you and the Company. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with Section 5.02(b)(viii) of the Agreement, we hereby notify you that as of 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, (i) we have received from [____] $[____] in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to [____] Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate of [____] shares of Mandatory Convertible Preferred Stock underlying related Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are to be released from the Pledge and Transferred to the Purchase Contract Agent. Date: U.S. Bank National Association, as Securities Intermediary Name: Title:

Appears in 2 contracts

Samples: Purchase Contract and Pledge Agreement (Nisource Inc.), Purchase Contract and Pledge Agreement (Nisource Inc.)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Final Remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G M INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association of New York, as Custodial Agent 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx8W New York, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 NY 10286 Attention: Corporate Trust Administration [•] Fax: [•] Re: Senior Notes due 2010 Due 2009 of PNM ResourcesGenworth Financial, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c5.02(b)(ii) of the Purchase Contract and Pledge Agreement, dated as of October 7May [•], 2005 2004 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.02 of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(b) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address

Appears in 2 contracts

Samples: Purchase Contract and Pledge Agreement (Genworth Financial Inc), Purchase Contract and Pledge Agreement (Genworth Financial Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes [Series A] [Series B] Trust Preferred Securities that are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(sName (s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, [Series A] [Series B] Trust Preferred Securities that are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ___________________________ DTC Account Number Name of Account Party: ____________________________ EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank JPMorgan Chase Bank, National Association as The Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Worldwide Securities Services Re: Senior Notes due 2010 Trust Preferred Securities of PNM Resources, Inc. (the “Company”) [MetLife Capital Trust II][MetLife Capital Trust III] The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7June 21, 2005 (the “Pledge Agreement”"PLEDGE AGREEMENT"), among the Company MetLife, Inc. and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank X.X. Xxxxxx Trust Company, National Association, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Normal Common Equity Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal liquidation amount of Separate Senior Notes [Series A] [Series B] Trust Preferred Securities delivered to the Collateral Custodial Agent on __________, 2010 _ 200_ for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes [Series A] [Series B] Trust Preferred Securities to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: ________________________________ By: ________________________________ Name: Title: Signature Guarantee: ___________ ___________________________________ ___________________________________________ Name Social Security or other Taxpayer Identification Number, if any Address___________________________________ Address ___________________________________ ___________________________________ SCHEDULE I Contact Persons for Confirmation

Appears in 2 contracts

Samples: Pledge Agreement (Metlife Inc), Pledge Agreement (Metlife Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final RemarketingXxxxxx Xxxxxxxx c/o Xxxxxxx Xxxxx & Xxxxxxxxx LLP Suite 2200, Senior Notes that are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(sHSBC Building 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Securities: Class or description Number Certificate(s) (Please Printif applicable) Address (Please PrintSuper Voting Shares 13,441 Certificate No. 1 Super Voting Shares 120,977 Certificate No. 2 Name and Registration:CTB Capital LLC [Personal information redacted pursuant to Section 12.2(3) of National Instrument – Continuous Disclosure Obligations.] Delivery Instructions:CTB Capital LLC [Personal information redacted pursuant to Section 12.2(3) of National Instrument – Continuous Disclosure Obligations.] Email: [Personal information redacted pursuant to Section 12.2(3) of National Instrument – Continuous Disclosure Obligations.] Securities: Class or description Number Certificate(s) (Zip Codeif applicable) Multiple Voting Shares 1,300 N/A – DRS Statements Issued Name and Registration:SRB Ventures LLC [Personal information redacted pursuant to Section 12.2(3) of National Instrument – Continuous Disclosure Obligations.] Delivery Instructions:SRB Ventures LLC [Personal information redacted pursuant to Section 12.2(3) of National Instrument – Continuous Disclosure Obligations.] Email: [Personal information redacted pursuant to Section 12.2(3) of National Instrument – Continuous Disclosure Obligations.] Securities: Class or description Number Certificate(s) (Tax Identification or Social Security Numberif applicable) EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM Resources, Inc. Multiple Voting Shares 37,700 N/A – DRS Statements Issued Schedule “B” to Escrow Agreement Acknowledgment and Agreement to be Bound I acknowledge that the securities listed in the attached Schedule “A” (the “Companyescrow securities”) The undersigned hereby notifies you in accordance with Section 5.07(c) of have been or will be transferred to me and that the Pledge Agreement, escrow securities are subject to an Escrow Agreement dated as of October 7, 2005 (the “Pledge Escrow Agreement”). For other good and valuable consideration, among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees I agree to be bound by the terms and conditions of Section 5.07(c) Escrow Agreement in respect of the Pledge escrow securities, as if I were an original signatory to the Escrow Agreement. Capitalized terms used herein but not defined shall have Dated at on . Where the meaning set forth transferee is an individual: Signed, sealed and delivered by ) [Transferee] in the Pledge Agreement. Datedpresence of: By) ) ) Signature of Witness ) ) ) [Transferee] ) Name of Witness ) ) Where the transferee is not an individual: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address[Transferee] Authorized signatory

Appears in 2 contracts

Samples: Escrow Agreement, Escrow Agreement

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association Association, as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone No.Tel: (000) 000-0000 Telecopier No.Fax: (000) 000-0000 Attention: Corporate Trust Administration Xxxxxxx X. Xxxxxxx, Vice President Re: Senior Notes due 2010 Due 2042 of PNM ResourcesXxxxxxx Controls, Inc. (the “Company”) ). The undersigned hereby notifies you in accordance with Section 5.07(c5.03(d) of the Purchase Contract and Pledge Agreement, dated as of October 7March 16, 2005 2009 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.03 of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.03(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Address Social Security or other Taxpayer Identification Number, if any EXHIBIT M NOTICE OF CASH SETTLEMENT U.S. Bank National Association, as Purchase Contract Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: Xxxxxxx X. Xxxxxxx, Vice President Re: Corporate Units of Xxxxxxx Controls, Inc., a Wisconsin corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.03(b)(iii) of the Purchase Contract and Pledge Agreement, dated as of March 16, 2009 (the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), among the Company and you, as Purchase Contract Agent, as attorney-in-fact for the Holders of the Corporate Units, Collateral Agent, Custodial Agent and Securities Intermediary, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, on or prior to 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Collateral Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: Xxxxxxx X. Xxxxxxx, Vice President Re: Corporate Units of Xxxxxxx Controls, Inc., a Wisconsin corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of March 16, 2009 (the “Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with Section 5.03(b)(iii) of the Agreement that the Holder of Corporate Units named below (the “Holder”) has elected to settle the Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with $ of separate cash prior to 11:00 a.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.03(b)(iii) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement, (B) promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Date: ________________________, U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Authorized Signatory Please print name and address of Holder electing to settle with separate cash: Name: Social Security or other Taxpayer Identification Number, if any Address: EXHIBIT O NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Purchase Contract Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: Xxxxxxx X. Xxxxxxx, Vice President Re: Corporate Units of Xxxxxxx Controls, Inc. (the “Company”) Please refer to the Purchase Contract and Pledge Agreement dated as of March 16, 2009 (the “Agreement”), by and among you, the Company, and U.S. Bank National Association, as Collateral Agent, Custodial Agent and Securities Intermediary. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with Section 5.03(b)(iii) of the Agreement, we hereby notify you that as of 4:00 p.m. (New York City time) on the Business Day immediately preceding March 31, 2012 (the “Purchase Contract Settlement Date”), (i) we have received from $ in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $ of Notes underlying related Pledged Applicable Ownership Interests in Notes are to be released from the Pledge and Transferred to you. U.S. Bank National Association, as Securities Intermediary Dated: By: EXHIBIT P FORM OF REMARKETING AGREEMENT [______________________] U.S. Bank National Association 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: Xxxxxxx X. Xxxxxxx, Vice President Ladies and Gentlemen: This Agreement is dated as of [•] (the “Agreement”) by and among Xxxxxxx Controls, Inc., a Wisconsin corporation (the “Company”), [_______________________], as the reset agent and the remarketing agent (the “Remarketing Agent”), and U.S. Bank National Association, a national banking association, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement referred to below).

Appears in 2 contracts

Samples: Purchase Contract and Pledge Agreement (Johnson Controls Inc), Purchase Contract and Pledge Agreement (Johnson Controls Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ):_______________________________ (Please Print) Address Address:_______________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number) ): In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Chase Manhattan Bank National Association as Custodial Collateral Agent 000 Xxxx Xxxxxx, Xxxxx 0000 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.Attn: Institutional Trust Services Telecopy: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM ResourcesMotorola, Inc. (the "Company") --------------------------------------- The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 731, 2005 2001 (the "Pledge Agreement"), among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities IntermediaryFirst Union Trust Company, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on ___________, 2010 2004 for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: ByDate:_______________________ Signature:______________________________ Signature Guarantee: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any any: Address:

Appears in 2 contracts

Samples: Pledge Agreement (Motorola Inc), Pledge Agreement (Motorola Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Debt Securities which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ------------------------------------------------- (Please Print) Address ------------------------------------------------- (Please Print) ---------------------------------------------------------- ---------------------------------------------------------- (Zip Code) ---------------------------------------------------------- (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Debt Securities which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ---------------------------------------------- DTC Account Number Name of Account Party: -------------------------------------- EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. [The Bank National Association as Custodial Agent of New York 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Floor 00 Xxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 00000] Attention: Corporate Trust Administration Re: Senior Notes due 2010 Debt Securities of PNM Resources, Inc. DTE Energy Company (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c4.6(c) of the Pledge Agreement, dated as of October 7, 2005 ____________ (the "Pledge Agreement”), ") among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. Bank National Associationyourselves, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal stated liquidation amount of Separate Senior Notes Debt Securities delivered to the Collateral Custodial Agent on ___________, 2010 for remarketing pursuant to Section 5.07(c4.6(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Debt Securities to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: ---------------------- ---------------------------------------------- By: -------------------------------- Name: ------------------------------ Title: ----------------------------- Signature Guarantee: Name --------------- Please print name and address: ------------------------------ ------------------------------------------------ (Name) Social Security or other Taxpayer ------------------------------------------------ Identification Number, if any Address----------------------------------------- Address ----------------------------------------- -----------------------------------------

Appears in 2 contracts

Samples: Pledge Agreement (Dte Energy Co), Pledge Agreement (Dte Energy Co)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent 000 100 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM Resources, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c) of the Amended and Restated Pledge Agreement, dated as of October 7August 4, 2005 2008 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: By: Name: Title: Signature Guarantee: ___________________________ Name Social Security or other Taxpayer Identification Number, if any Address___________________________ Address ___________________________ ___________________________ 1748330.6

Appears in 1 contract

Samples: Pledge Agreement (PNM Resources Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Trust Preferred Securities which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ---------------------------------- (Please Print) Address ---------------------------------- (Please Print) ----------------------------------------- ----------------------------------------- (Zip Code) ------------------------------------------- (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Trust Preferred Securities which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. -------------------------------------------------- DTC Account Number Name of Account Party: ---------------------------------------- EXHIBIT G F INSTRUCTION FROM COMPANY OR TRUST TO CUSTODIAL COLLATERAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. AND SECURITIES INTERMEDIARY PURSUANT TO SECTION 6.4(a)(ii) Bank National Association as Custodial Agent One Trust Company, N.A. 000 Xxxx Xxxxxx, Xxxxx 0000 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Services Division Re: Senior Notes due 2010 8.25% Equity Security Units of PNM Resources, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Raytheon Company and RC Trust I -------------------------------------------------------------- Pursuant to Section 5.07(c6.4(a)(iii) of the Pledge Agreement, dated as of October 7May 9, 2005 2001 (the "Pledge Agreement"), among the Raytheon Company and you(the "Company"), yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw hereby directs the Collateral Agent, upon confirmation of the deposit of $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes _ to the undersigned in accordance Collateral Account, which funds are the Redemption Price payable on the Tax Event Redemption Date with respect to the undersigned’s instructions. With this noticeApplicable Principal Amount, to cause the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any AddressSecurities Intermediary to:

Appears in 1 contract

Samples: Pledge Agreement (Raytheon Co/)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association as Custodial Agent 000 Xxxx of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx0000, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration Re: Senior 2.50% Junior Subordinated Notes due 2010 Due 2024 of PNM Resources, Inc. Exelon Corporation (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 7June 17, 2005 2014 (the “Pledge Agreement”), among the Company and youThe Bank of New York Mellon Trust Company, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationN.A., as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw the $__________ [ ] aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with person(s) and the undersigned’s instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: Name Address By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Addressany

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Exelon Corp)

DELIVERY INSTRUCTIONS. In the event of a Failed Final withdrawal of Separate Notes from a Remarketing, Senior Separate Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a withdrawal of Separate Notes from a Remarketing, Separate Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G INSTRUCTION M NOTICE TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM SETTLE WITH CASH AFTER FAILED FINAL REMARKETING U.S. Deutsche Bank National Association Trust Company Americas, as Custodial Purchase Contract Agent 000 00 Xxxx Xxxxxx, 00xx Xxxxx 0000 Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Corporates Team — Dominion Resources Re: Senior Notes due 2010 Series A Corporate Units of PNM Dominion Resources, Inc. Inc., a Virginia corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.07(c5.02(b)(ix) of the Series A Purchase Contract and Pledge Agreement, dated as of October June 7, 2005 2013 (the “Purchase Contract and Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Deutsche Bank National AssociationTrust Company Americas, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that such Holder has elected to pay to or upon the undersigned elects to withdraw order of the $__________ aggregate principal amount of Separate Senior Notes delivered to Securities Intermediary for deposit in the Collateral Agent Account, on __________or prior to 4:00p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashiers check or wire transfer, 2010 in immediately available funds), $[ ] as the Purchase Price for remarketing pursuant the shares of Common Stock issuable to Section 5.07(c) of such Holder by the Pledge AgreementCompany with respect to [ ] Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to return notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Senior Notes Holder’s Corporate Units with separate cash. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) Deutsche Bank Trust Company Americas, as Collateral Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team — Dominion Resources Re: Series A Corporate Units of Dominion Resources, Inc., a Virginia corporation (the “Company”) Please refer to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms Series A Purchase Contract and conditions of Section 5.07(c) of the Pledge Agreement, dated as of June 7, 2013 (the “Agreement”), among the Company and Deutsche Bank Trust Company Americas, as Purchase Contract Agent and attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with the last paragraph of Section 5.02(b)(ix) of the Agreement that the holder of Corporate Units named below (the “Holder”) has elected to settle the [ ] Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with [ ] of separate cash prior to 4:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(b)(ix) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and, thereafter, you are instructed to, or instructed to cause the Securities Intermediary to, (A) deposit the separate cash received in the Collateral Account and, if applicable, invest such separate cash in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement (as specified by Section 5.02(b)(ix)), (B) promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Dated: By: Deutsche Bank Trust Company Americas, as Purchase Contract Agent and attorney-in-fact of the Holders from time to time of the Units Name: Name: Title: Signature GuaranteeAuthorized Signatory Title: Name Authorized Signatory Please print name and address of Holder electing to settle with separate cash: Name: Social Security or other Taxpayer Identification Number, if any Address: EXHIBIT O NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT AND COLLATERAL AGENT (Settlement with Separate Cash) Deutsche Bank Trust Company Americas, as Purchase Contract Agent and Collateral Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team — Dominion Resources Re: Series A Corporate Units of Dominion Resources, Inc. (the “Company”) Please refer to the Series A Purchase Contract and Pledge Agreement, dated as of June 7, 2013 (the “Agreement”), among you and the Company. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with the last paragraph of Section 5.02(b)(ix) of the Agreement, we hereby notify you that as of 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, (i) we have received from [ ] $[ ] in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to [ ] Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $[ ] of Notes underlying related Pledged Applicable Ownership Interests in Notes are to be released from the Pledge and Transferred to you. Deutsche Bank Trust Company Americas, as Securities Intermediary Dated: By: EXHIBIT P FORM OF REMARKETING AGREEMENT [—] [—] Ladies and Gentlemen: This Agreement is dated as of [—], 20[—] (the “Agreement”) by and among Dominion Resources, Inc., a Virginia corporation (the “Company”), [—]1, a [—], as the reset agent and the remarketing agent[s] (the “Remarketing Agent”), and Deutsche Bank Trust Company Americas, a New York banking corporation, solely as attorney-in-fact of the Holders of Purchase Contracts (the “Purchase Contract Agent”), relating to the appointment of [—] to serve as Remarketing Agent with respect to the Remarketing of the Notes. The Company has also entered into: (a) a Series A Purchase Contract and Pledge Agreement, dated as of June [—], 2013 (the “Purchase Contract and Pledge Agreement”), among the Company, Deutsche Bank Trust Company Americas, as Purchase Contract Agent and attorney-in-fact of the Holders of the Purchase Contracts, and Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent and Securities Intermediary, and (b) an Underwriting Agreement, dated May [—], 2013 (the “Underwriting Agreement”), among the Company and the Representatives (as defined in the Underwriting Agreement), as representatives of the underwriters named in Schedule I of the Underwriting Agreement, each related to the Company’s 2013 Series A Corporate Units (the “Corporate Units”). On June [—], 2013, the Company issued an aggregate of [—] Corporate Units, each of which consist of a Purchase Contract and a 5% undivided beneficial ownership interest in the Company’s 2013 Series A [ ]% remarketable subordinated notes due 2021 (the “Notes”) issued under the Company’s Junior Subordinated Indenture II, dated as of June 1, 2006 (the “Base Indenture”), between the Company and The Bank of New York Mellon (successor trustee to JPMorgan Chase Bank, N.A.), as Trustee (the “Indenture Trustee”), as supplemented and amended by the Third Supplemental and Amending Indenture, dated as of June 1, 2009 (the “Third Supplemental Indenture”), among the Company, the Indenture Trustee and Deutsche Bank Trust Company Americas (the “Series Trustee”), and the Fourth Supplemental Indenture, dated as of June 1, 2013, among the Company, the Indenture Trustee and the Series Trustee (the “Fourth Supplemental Indenture” and, together with the Third Supplemental Indenture and the Base Indenture, the “Indenture”). The Notes that form part of the Corporate Units are pledged pursuant to the Purchase Contract and Pledge Agreement to secure a Corporate Units Holder’s Obligations under the related Purchase Contracts on the Purchase Contract Settlement Date. The terms and conditions under which the Remarketing will occur are as provided for in the Indenture and the Purchase Contract and Pledge Agreement and as provided for herein. 1 Insert one or more Remarketing Agents to be designated by the Company.

Appears in 1 contract

Samples: Series a Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed final remarketing, Senior Notes that are in book-entry form should be credited to the account at The Depository Trust Company set forth below. _________________ DTC Account Number Name of Account Party: EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank Trust National Association as The Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Xxxxxxx X. Xxxxxxx Re: Senior Notes due 2010 [ ] of PNM ResourcesXxxxxxxxx’x, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October May 7, 2005 2004 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank Trust National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 200_ for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address

Appears in 1 contract

Samples: Pledge Agreement (Supervalu Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed final remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ------------------ DTC Account Number Name of Account Party: ------------------------- EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. SunTrust Bank National Association as The Custodial Agent 000 00 Xxxx XxxxxxXxxxx 00xx Xxxxx Xxxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx Xxxxxxx 00000 Telephone No.Attention: Corporate Trust Administration Telecopy: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 Due February 16, 2008 of PNM ResourcesONEOK, Inc. (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c4.07(c) of the Pledge Agreement, dated as of October 7January 28, 2005 2003 (the "Pledge Agreement"), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationSunTrust Bank, as Purchase Contract Agent and as Agent, attorney-in-fact and trustee for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 200_ for remarketing pursuant to Section 5.07(c4.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: --------------- By: ------------------------------- Name: Title: Signature Guarantee: Name -------------- ------------------------------ ----------------------------------- Name: Social Security or other Taxpayer Identification Number, if any Address------------------------------ Address ------------------------------ ------------------------------

Appears in 1 contract

Samples: Pledge Agreement (Oneok Inc /New/)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Debentures which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Debentures which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 Securities of PNM ResourcesNextEra Energy Capital Holdings, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c4.6(c) of the Pledge Agreement, dated as of October 7, 2005 (the “Pledge Agreement”), among the Company and youbetween NextEra Energy, Inc., yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York Mellon, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ aggregate $ principal amount of Separate Senior Notes Debentures delivered to the Collateral Custodial Agent on __________, 2010 for remarketing pursuant to Section 5.07(c4.6(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Debentures to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth or incorporated in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Please print name and address: Name Social Security or other Taxpayer Identification Number, if any Address

Appears in 1 contract

Samples: Pledge Agreement (Florida Power & Light Co)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Debentures which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Debentures which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association of New York, as Custodial Agent 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx8W New York, Xxx Xxxx 00000 NY 10286 Telephone No.: (000) -000-0000 Telecopier No.: (000) -000-0000 Attention: Corporate Trust Administration Finance Division Re: Senior Notes due 2010 Debentures Due 2041 of PNM Resources, Inc. Xxxxxx-Xxxxxxx-Midland Company (the “Company”) ). The undersigned hereby notifies you in accordance with Section 5.07(c5.03(c)(ii) of the Purchase Contract and Pledge Agreement, dated as of October 7June 3, 2005 2008 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Notes Debentures delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.03 of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Separate Debentures to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.03(c)(ii) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Address Social Security or other Taxpayer Identification Number, if any AddressEXHIBIT M NOTICE TO SETTLE WITH SEPARATE CASH The Bank of New York, as Purchase Contract Agent 000 Xxxxxxx Xxxxxx, 8W New York, NY 10286 Telephone No.: 000-000-0000 Telecopier No.: 000-000-0000 Attention: Corporate Finance Division Re: Corporate Units of Xxxxxx-Xxxxxxx-Midland Company, a Delaware corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.03(b)(iii) of the Purchase Contract and Pledge Agreement, dated as of June 3, 2008 (the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), among the Company and you, as Purchase Contract Agent, as attorney-in-fact for the Holders of the Corporate Units, Collateral Agent, Custodial Agent and Securities Intermediary, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash. Date: Signature Signature Guarantee: Please print name and address of Registered Holder: EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) The Bank of New York, as Collateral Agent 000 Xxxxxxx Xxxxxx, 8W New York, NY 10286 Telephone No.: 000-000-0000 Telecopier No.: 000-000-0000 Attention: Corporate Finance Division Re: Corporate Units of Xxxxxx-Xxxxxxx-Midland Company, a Delaware corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of June 3, 2008 (the “Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with Section 5.03(b)(iii) of the Agreement that the Holder of Corporate Units named below (the “Holder”) has elected to settle the Purchase Contracts related to its Pledged Applicable Ownership Interests in Debentures with $ of separate cash prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.03(b)(iii) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement, (B) promptly release from the Pledge the Debentures underlying the Applicable Ownership Interest in Debentures related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Debentures to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Date: , as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Authorized Signatory Please print name and address of Holder electing to settle with separate cash: Name: Social Security or other Taxpayer Identification Number, if any Address EXHIBIT O NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT (Settlement with Separate Cash) The Bank of New York, as Purchase Contract Agent 000 Xxxxxxx Xxxxxx, 8W New York, NY 10286 Telephone No.: 000-000-0000 Telecopier No.: 000-000-0000 Attention: Corporate Finance Division Re: Corporate Units of Xxxxxx-Xxxxxxx-Midland (the “Company”) Please refer to the Purchase Contract and Pledge Agreement dated as of June 3, 2008 (the “Agreement”), by and among you, the Company, and The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with Section 5.03(b)(iii) of the Agreement, we hereby notify you that as of 5:00 p.m. (New York City time) on the Business Day immediately preceding June 1, 2011 (the “Purchase Contract Settlement Date”), (i) we have received from $ in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $ of Debentures underlying related Pledged Applicable Ownership Interests in Debentures are to be released from the Pledge and Transferred to you. The Bank of New York, as Securities Intermediary Dated: By: EXHIBIT P FORM OF REMARKETING AGREEMENT [ ] The Bank of New York 000 Xxxxxxx Xxxxxx, Floor 8W New York, NY 10286 Attention: Corporate Finance Division Ladies and Gentlemen: This Agreement is dated as of [ ], [ ] (the “Agreement”) by and among Xxxxxx-Xxxxxxx-Midland Company, a Delaware corporation (the “Company”), [ ], as the reset agent and the remarketing agent (the “Remarketing Agent”), and The Bank of New York, a New York banking corporation, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement referred to below).

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Archer Daniels Midland Co)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Trust Preferred Securities which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) )_______________________________________ (Please Print) Address ______________________________________ (Please Print) ______________________________________________ ______________________________________________ (Zip Code) ______________________________________________ (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Trust Preferred Securities which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ________________________________________________ DTC Account Number Name of Account Party:_________________________________________ EXHIBIT G F INSTRUCTION FROM COMPANY OR TRUST TO CUSTODIAL COLLATERAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. AND SECURITIES INTERMEDIARY PURSUANT TO SECTION 6.4(a)(iii) The Bank National Association as Custodial Agent of New York 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx 0000 Xxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 9.50% Equity Security Units of PNM ResourcesTECO Energy, Inc. (the “Company”) The undersigned hereby notifies you in accordance with and TECO Capital Trust II Pursuant to Section 5.07(c6.4(a)(iii) of the Pledge Agreement, dated as of October 7January 15, 2005 2002 (the "Pledge Agreement"), among the Company and youTECO Energy, Inc. (the "Company"), yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw hereby directs the Collateral Agent, upon confirmation of the deposit of $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes _ to the undersigned in accordance Collateral Account, which funds are the Redemption Price payable on the Special Event Redemption Date with respect to the undersigned’s instructions. With this noticeApplicable Principal Amount, to cause the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any AddressSecurities Intermediary to:

Appears in 1 contract

Samples: Pledge Agreement (Teco Energy Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Capital Securities which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) )_____________________________ (Please Print) Address ____________________________ (Please Print) ------------------------------------ ------------------------------------ (Zip Code) ------------------------------------ (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Capital Securities which are in book-entry form should be credited to the account at The Depositary Trust Company set forth below. ----------------------- DTC Account Number Name of Account Party: ------------------------ EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association as Custodial Agent 000 Xxxx Xxxxxxof New York 101 Barclay Street, Xxxxx 0000 Xxx XxxxFloor 21 West New York, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 New York 10286 Attention: Corporate Trust Administration ReXxxxxxxxx Xxxxx Administrxxxxx Xx: Senior Notes due 2010 Capital Securities of PNM ResourcesCox Communications, Inc. (the "Company”) "), axx Cox Trust II The undersigned hereby notifies you in accordance accordxxxe with Section 5.07(c4.6(c) of the Pledge Agreement, dated as of October 7August 12, 2005 1999 (the "Pledge Agreement”), ") among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. The First National Bank National Associationof Chicago, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units Income PRIDES and Growth PRIDES from time to time, that the undersigned elects to withdraw the $__________ aggregate principal stated liquidation amount of Separate Senior Notes Capital Securities delivered to the Collateral Custodial Agent on ___________, 2010 2002 for remarketing pursuant to Section 5.07(c4.6(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Capital Securities to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: -------------------- By: ---------------------- Name: ---------------------- Title: ---------------------- Signature Guarantee: ----------------- -------------------------------- --------------------------------- Name Social Security or other Taxpayer Identification Number, if any Address-------------------------------- Address -------------------------------- --------------------------------

Appears in 1 contract

Samples: Pledge Agreement (Cox Communications Inc /De/)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: _______________________________ Name of Account Party: ______________________________ EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association Association, as Custodial Agent CityPlace I, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx00xx Xxxxx, Xxx Xxxx Xxxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Global Corporate Trust Administration Re: Senior 2021 Series B 1.65% Remarketable Junior Subordinated Notes due 2010 Due 2029 of PNM ResourcesSouth Jersey Industries, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 7March 22, 2005 2021 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw withdraw, other than during a Blackout Period, the $__________ [ ] aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with person(s) and the undersigned’s instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Medallion Signature Guarantee: Name Address Social Security or other Taxpayer Identification Number, if any Addressany

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (South Jersey Industries Inc)

DELIVERY INSTRUCTIONS. Proceeds of the remarketing should be paid by check in the name of the person(s) set forth below and mailed to the address set forth below In the event of a Failed Final Remarketingfailed final remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Name(s) (Please Print) Address Address (Please Print) (Please Print) (Zip Code) (Zip Code) (Tax Identification or Social Security Number) (Tax Identification or Social Security Number) If a DTC Participant, add wire transfer instructions and DTC Account No. In the event of a failed final remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Wire transfer instructions DTC Account Number DTC Account Number Name of Account Party: EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. JPMorgan Chase Bank National Association as Custodial Agent 000 Xxxx Xxxxxx4 New York Plaza, Xxxxx 0000 Xxx Xxxx15th Floor New York, Xxx Xxxx 00000 Telephone No.New York 10004 Attention: Institutional Trust Services Telecopy: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 2006 of PNM ResourcesPPL Capital Funding, Inc. (the “CompanyNotes”) The undersigned hereby notifies you in accordance with Section 5.07(c5.7(c) of the Pledge Agreement, dated as of October 7, 2005 2003 (the “Pledge Agreement”), among the Company and youPPL Corporation, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities IntermediaryAgent, and U.S. Bank National AssociationJPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate New PEPS Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ aggregate $ principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on __________, 2010 for remarketing pursuant to Section 5.07(c5.7(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.7(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: EXHIBIT G Please print name and address: Name Social Security or other Taxpayer Identification Number, if any AddressAddress DTC Account No. to which such Notes or security entitlements thereto are to be credited at The Depository Trust Company

Appears in 1 contract

Samples: Pledge Agreement (Pp&l Capital Funding Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered mailed to the person(s) set forth below and mailed to at the address set forth below. Name(s): -------------------------------------- (Please Print) Address: -------------------------------------- (Zip Code) (Please Print) Address (Please Print) (Zip Code) (Tax Taxpayer Identification or Social Security Number) ): In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION FROM HOLDER OF SEPARATE NOTES TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association of New York, as Custodial Collateral Agent 000 Xxxx Xxxxxx101 Barclay Street New York, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 New York 10286 Attention: Corporate Trust Administration Xxxxx Xxxxxxxxxx Xxxxxxxxx: (212) 328-8243 Re: Senior Notes due 2010 of PNM Resources, Inc. El Paso Corporation (the “Company”"Xxxxxxx") The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 7June 26, 2005 2002 (the "Pledge Agreement"), among the Company and you, as Collateral Agent, Securities Intermediary and Custodial Agent Agent, the Company and Securities Intermediary, and U.S. Bank National AssociationJPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for of the holders of Corporate Units Holders from time to timetime of the Equity Security Units and Stripped Units, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on ___________, 2010 ____ for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. instructions indicated herein under "Delivery Instructions." With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedName(s): -------------------------------------- (Please Print) Address: By: Name: Title: Signature Guarantee: Name -------------------------------------- (Zip Code) (Please Print) (Taxpayer Identification or Social Security or other Number): DELIVERY INSTRUCTIONS Notes which are in physical form should be mailed to the person(s) set forth below at the address set forth below. Name(s): -------------------------------------- (Please Print) Address: -------------------------------------- (Zip Code) (Please Print) (Taxpayer Identification or Social Security Number, if any Address): Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number:

Appears in 1 contract

Samples: Pledge Agreement (El Paso Corp/De)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketingfailed final remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed final remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. __________________ DTC Account Number Name of Account Party:_________________________________ EXHIBIT G INSTRUCTION TO CUSTODIAL COLLATERAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association [__________], as Custodial Collateral Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 [Address] Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM ResourcesThe Hartford Financial Services Group, Inc. (the “Company”"COMPANY") The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7September [12], 2005 2002 (the "Pledge Agreement"), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association[__________], as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 200_ for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: Date:_______________ _________________________________ By: :______________________________ Name: Title: Signature Guarantee: :_____________ ___________________________________ _________________________________ Name Social Security or other Taxpayer Identification Number, if any Address___________________________________ Address ___________________________________ ___________________________________

Appears in 1 contract

Samples: Pledge Agreement (Hartford Financial Services Group Inc/De)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Capital Securities which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Capital Securities which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 of New York [Address] Attention: Corporate Trust Administration Re: Senior Notes due 2010 Capital Securities of PNM ResourcesMetLife, Inc. (the "Company") and MetLife Capital Trust I The undersigned hereby notifies you in accordance with Section 5.07(c4.5(c) of the Pledge Agreement, dated as of October 7, 2005 2000 (the "Pledge Agreement"), among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities IntermediaryBank One Trust Company, and U.S. Bank National AssociationN.A., as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal stated liquidation amount of Separate Senior Notes Capital Securities delivered to the Collateral Custodial Agent on __________, 2010 2002 for remarketing pursuant to Section 5.07(c4.5(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Capital Securities to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any AddressDate:

Appears in 1 contract

Samples: Pledge Agreement (Metlife Capital Trust I)

DELIVERY INSTRUCTIONS. In the event of a Last Failed Final RemarketingRemarketing in a Remarketing Period to which this notice relates, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): ------------------------------------------------------ (Please Print) Address Address: ------------------------------------------------------ (Please Print) (Zip Code) (Tax Identification or Social Security Number) ): In the event of a Last Failed Remarketing in a Remarketing Period to which this notice relates, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association THE BANK OF NEW YORK, as Custodial Agent 000 Xxxx Xxxxxx101 Barclay Street New York, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 New York 10286 Attention: Corporate Trust Administration Trxxx Xxxxxxxxxxxxxx Re: Senior Notes due 2010 of PNM Resources, Inc. DTE ENERGY COMPANY (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 7June 25, 2005 2002 (the "Pledge Agreement"), among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Equity Security Units and Stripped Equity Security Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on __________, 2010 2005 for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: By: Date:______________________________ Signature:_______________________________ Signature Guarantee:_____________________ Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any any: Address: In the event of a Last Failed Remarketing in a Remarketing Period to which this notice relates, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number:

Appears in 1 contract

Samples: Pledge Agreement (Dte Energy Co)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed final remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ------------------ DTC Account Number Name of Account Party: ----------------------------- EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as --------------------- The Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration --------------------- --------------------- --------------------- Re: Senior Notes due 2010 Due ________ ___, ____ of PNM ResourcesONEOK, Inc. (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c4.07(c) of the Pledge Agreement, dated as of October 7________ ___, 2005 ____ (the "Pledge Agreement"), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationSunTrust Bank, as Purchase Contract Agent and as Agent, attorney-in-fact and trustee for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on _________, _, 2010 ____ for remarketing pursuant to Section 5.07(c4.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address.

Appears in 1 contract

Samples: Pledge Agreement (Oneok Inc /New/)

DELIVERY INSTRUCTIONS. Proceeds of the remarketing should be paid by check in the name of the person(s) set forth below and mailed to the address set forth below. Name(s) In the event of a Failed Final Remarketing, Senior Notes that Debentures which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. (Please Print) Name(s) Address (Please Print) Address (Please Print) (Please Print) (Zip Code) (Zip Code) (Tax Identification or Social Security Number) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Debentures which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as D Instruction to Custodial Agent 000 Regarding Withdrawal From Remarketing Deutsche Bank Trust Company Americas Trust and Securities Services 00 Xxxx Xxxxxx, 00xx Xxxxx 0000 XX: NYC60-2710 Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Corporates Team/NextEra Energy, Inc. Re: Senior Notes due 2010 Securities of PNM Resources, Inc. (the “Company”) FPL Group Capital Inc The undersigned hereby notifies you in accordance with Section 5.07(c4.6(c) of the Pledge Agreement, dated as of October 7September 1, 2005 2010 (the “Pledge Agreement”), among the Company and youNextEra Energy, Inc., yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York Mellon, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes Debentures delivered to the Collateral Custodial Agent on __________, 2010 __ for remarketing pursuant to Section 5.07(c4.6(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Debentures to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth or incorporated in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Please print name and address: Name Social Security or other Taxpayer Identification Number, if any Address

Appears in 1 contract

Samples: Pledge Agreement (Nextera Energy Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketingfailed final remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed final remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ------------------ DTC Account Number Name of Account Party:_________________________________ EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. SunTrust Bank National Association as The Custodial Agent 000 00 Xxxx XxxxxxXxxxx, 00xx Xxxxx 0000 Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxx 00000 Telephone No.Fax: (000) 000-0000 Telecopier No.: (000) 000-0000 [*] Attention: Corporate Trust Administration Division Re: Senior Notes due 2010 February 16, 2008 of PNM ResourcesThe Phoenix Companies, Inc. (the “Company”"COMPANY") The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7December 20, 2005 2002 (the “Pledge Agreement”"PLEDGE AGREEMENT"), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationSunTrust Bank, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 200_ for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: Date:_____________ ------------------------------------ By: :_________________________________ Name: Title: Signature Guarantee: :___________________ --------------------------- --------------------------------------- Name Social Security or other Taxpayer Identification Number, if any Address--------------------------- Address --------------------------- ---------------------------

Appears in 1 contract

Samples: Pledge Agreement (Phoenix Companies Inc/De)

DELIVERY INSTRUCTIONS. In the event of a Failed Final withdrawal of Separate Notes from a Remarketing, Senior Separate Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a withdrawal of Separate Notes from a Remarketing, Separate Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number Name of Account Party: EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM N NOTICE OF CASH SETTLEMENT AFTER FAILED FINAL REMARKETING U.S. The Bank National Association as Custodial Agent of New York Mellon 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx XxxxFloor 8W New York, Xxx Xxxx 00000 Telephone No.New York 10286 Telephone: (000) 000-0000 Telecopier No.Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 Corporate Units of PNM ResourcesAssured Guaranty Ltd., Inc. a Bermuda company (the “Company”) ). The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.07(c) 5.02 of the Purchase Contract and Pledge Agreement, dated as of October 7June 24, 2005 2009 (the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), among between the Company and youThe Bank of New York Mellon, as Collateral Agent, as Custodial Agent and Agent, as Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units and Treasury Units from time to time, that the undersigned elects such Holder has elected to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered pay to the Securities Intermediary for deposit in the Collateral Agent Account, prior to or on __________4:00 p.m., 2010 for remarketing pursuant to Section 5.07(c) New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the Pledge AgreementUnited States by certified or cashiers’ check or wire transfer, in immediately available funds payable to or upon order of the Securities Intermediary), $ as the Purchase Price for the Common Shares issuable to such Holder by the Company with respect to Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to return notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Senior Notes Holders’ Corporate Units with separate cash. Dated: Signature Signature Guarantee: Please print name and address of Registered Holder: DTC Participant No. EXHIBIT O NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) The Bank of New York Mellon, as Collateral Agent 000 Xxxxxxx Xxxxxx, Floor 8W New York, New York 10286 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Re: Corporate Units of Assured Guaranty Ltd. (the “Company”). Please refer to the undersigned in accordance with Purchase Contract and Pledge Agreement dated as of June 24, 2009 (the undersigned’s instructions. With this notice“Agreement”), between the undersigned hereby agrees Company and The Bank of York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreementtime. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. In accordance with Section 5.02(c)(ii) of the Agreement, we hereby notify you that that the Holder of Corporate Units named below (the “Holder”) has elected to settle the Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with $ of separate cash prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(c)(ii) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.02(b)(v) of the Agreement with respect to Cash Settlement, (B) promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement Dated: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent and attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Signature GuaranteeAuthorized Signatory Please print name and address of Holder electing to settle with separate cash: Name Name: Social Security or other Taxpayer Identification Number, if any Address: DTC Participant No. EXHIBIT P NOTICE OF SETTLEMENT WTH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT (Settlement with Separate Cash) The Bank of New York Mellon, as Purchase Contract Agent 000 Xxxxxxx Xxxxxx, Floor 8W New York, New York 10286 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Re: Corporate Units of Assured Guaranty Ltd. (the “Company”). Please refer to the Purchase Contract and Pledge Agreement, dated as of June 24 , 2009 (the “Agreement”), between the Company and The Bank of New York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. In accordance with Section 5.02(c)(ii) of the Agreement, we hereby notify you that as of 4:00 p.m., New York City time, on the Business Day immediately preceding June 1, 2012 (the “Purchase Contract Settlement Date”), (i) we have received from $ in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $ of Notes underlying the related Pledged Applicable Ownership Interests in Notes are to be released from the Pledge and Transferred to you. Dated: THE BANK OF NEW YORK MELLON, as Securities Intermediary By: Name: Title: Authorized Signatory

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Assured Guaranty LTD)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association Association, as Custodial Collateral Agent 000 Xxxx XxxxxxXxxxx XxXxxxx Xxxxxx 10th Floor, Xxxxx 0000 Xxx XxxxMK-IL-SLTR Xxxxxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Services Re: 2021 Series A 0.75% Senior Notes due 2010 Due 2026 of PNM Resources, Spire Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 7February 16, 2005 2021 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw withdraw, other than during a Blackout Period, the $__________ [ ] aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with person(s) and the undersigned’s instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Address Social Security or other Taxpayer Identification Number, if any Addressany

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Spire Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketingfailed final remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed final remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ------------------ DTC Account Number Name of Account Party:_________________________________ EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association of New York, as Custodial Agent 000 Xxxx Xxxxxx101 Barclay Street, Xxxxx 0000 Xxx XxxxFloor 21W New York, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 New York 10286 Attention: Corporate Trust Administration Xxxxxxxxx Xxxxx Xxxxxxxxxxxxxx Re: Senior Notes due 2010 of PNM Resources, Inc. KeySpan Corporation (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7May 6, 2005 2002 (the "Pledge Agreement"), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationJPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units MEDS from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on __________, 2010 200_ for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: Date:_____________ ------------------------------------ By: :_________________________________ Name: Title: Signature Guarantee: :_________________ --------------------------- ---------------------------------- Name Social Security or other Taxpayer Identification Number, if any Address--------------------------- Address --------------------------- ---------------------------

Appears in 1 contract

Samples: Pledge Agreement (Keyspan Corp)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Trust Preferred Securities which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) )_______________________________________ (Please Print) Address ______________________________________ (Please Print) ______________________________________________ ______________________________________________ (Zip Code) ______________________________________________ (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Trust Preferred Securities which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ____________________________________________ DTC Account Number Name of Account Party:______________________________________ EXHIBIT G E INSTRUCTION FROM HOLDER TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association as Custodial Agent of New York 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx 0000 Xxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 5.11% Preferred Securities of PNM Resources, Inc. (the “Company”) TECO Capital Trust II The undersigned hereby notifies you in accordance with Section 5.07(c4.5(c) of the Pledge Agreement, dated as of October 7January 15, 2005 2002 (the "Pledge Agreement"), among the Company and youTECO Energy, Inc. (the "Company"), yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal stated liquidation amount of Separate Senior Notes Trust Preferred Securities delivered to the Collateral Custodial Agent on ___________, 2010 2004 for remarketing pursuant to Section 5.07(c4.5(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Trust Preferred Securities to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: Date:_________________________ By: :______________________________________ Name: ___________________________________ Title: __________________________________ Signature Guarantee: :_____________________ ______________________________ ____________________________________ Name Social Security or other Taxpayer ______________________________ Identification Number, if any AddressAddress ______________________________ ______________________________

Appears in 1 contract

Samples: Pledge Agreement (Teco Energy Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Subordinated Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Final Remarketing, Subordinated Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G M INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association of New York, as Custodial Agent 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx8W New York, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 NY 10286 Telecopier No.: (000) -000-0000 Attention: Corporate Trust Administration Division - Corporate Finance Unit Re: Senior Subordinated Notes due 2010 Due 2009 of PNM Resources, Inc. E*TRADE Financial Corporation (the “Company”) ). The undersigned hereby notifies you in accordance with Section 5.07(c5.02(b)(ii) of the Purchase Contract and Pledge Agreement, dated as of October 7November [22], 2005 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Subordinated Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.02 of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Subordinated Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(b) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (E Trade Financial Corp)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes Trust Preferred Securities that are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(sName (s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Trust Preferred Securities that are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G INSTRUCTION TO CUSTODIAL COLLATERAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association as Custodial of New York The Collateral Agent Attn.: MBS Group 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx XxxxFloor 4 West New York, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration NY 10286 Re: Senior Notes due 2010 Trust Preferred Securities of PNM Resources, Inc. (the “Company”) Xxxxxx Brothers Holdings Capital Trust VIII The undersigned hereby notifies you in accordance with Section 5.07(c5.7(c) of the Pledge Collateral Agreement, dated as of October 7May 17, 2005 2007 (the “Pledge AgreementCOLLATERAL AGREEMENT”), among the Company Xxxxxx Brothers Holdings Inc. and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units Normal MCAPS from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal liquidation amount of Separate Senior Notes Trust Preferred Securities delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c5.7(c) of the Pledge Collateral Agreement. The undersigned hereby instructs you to return such Senior Notes Trust Preferred Securities to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.7(c) of the Pledge Collateral Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Collateral Agreement. Dated: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any AddressAddress EXHIBIT H NOTICE OF OCCURRENCE OF TERMINATION EVENT The Bank of New York The Collateral Agent and Securities Intermediary Attn.: MBS Group 000 Xxxxxxx Xxxxxx, Floor 4 West New York, NY 10286 Re: Xxxxxx Brothers Holdings Inc. (the “COMPANY”) Please refer to the Collateral Agreement dated as of May 17, 2007 (the “COLLATERAL AGREEMENT”), by and among you, the Company, and the undersigned, as Collateral Agent and Securities Intermediary. Unless otherwise defined herein, terms defined in the Collateral Agreement are used herein as defined therein. In accordance with Section 5.4(c) of the Collateral Agreement, we hereby notify you that a Termination Event has occurred. Dated: {Xxxxxx Brothers Holdings Inc.}{U.S. Bank National Association} By: Name: Title: Schedule I Reference Dealers Schedule II Contact Persons for Confirmation Name Phone Number

Appears in 1 contract

Samples: Collateral Agreement (Lehman Brothers Holdings Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at DTC to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent Xxxxxxx Square 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx 0000 Xxx XxxxXxxxxxxx, Xxx Xxxx Xxxxxxxxxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Global Corporate Trust Administration Re: Senior Series 2019A Remarketable Junior Subordinated Notes due 2010 August 1, 2024 and Series 2019B Remarketable Junior Subordinated Notes due August 1, 2027 of PNM ResourcesThe Southern Company, Inc. a Delaware Corporation (the “Company”) ). The undersigned hereby notifies you in accordance with Section 5.07(c5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 7August 16, 2005 2019 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw the $__________ [ ] aggregate principal amount of Separate Senior Series 2019A Notes and $[ ] aggregate principal amount of Separate Series 2019B Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with person(s) and the undersigned’s instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning meanings set forth in the Pledge Agreement. DatedDate: Name Address By: Name: Title: Signature GuaranteeSignatureGuarantee: Name Social Security or other Taxpayer Identification Number, if any Addressany

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Southern Co)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Capital Securities which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ____________________________________ (Please Print) Address ____________________________________ (Please Print) ----------------------------------------------- ----------------------------------------------- (Zip Code) ----------------------------------------------- (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Capital Securities which are in book-entry form should be credited to the account at The Depositary Trust Company set forth below. ------------------- DTC Account Number Name of Account Party: ______________ EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association as Custodial Agent 000 Xxxx Xxxxxxof New York 101 Xxxxxxx Xxxxxx Xxxxx 12 East New York, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 NY 10286 Attention: Corporate Trust Administration Re: Senior Notes due 2010 Capital Securities of PNM Resources, Inc. Kaufxxx xxx Broad Home Corporation (the "Company”) "), and KBHC Financing I The undersigned hereby notifies you in accordance with Section 5.07(c4.6(c) of the Pledge Agreement, dated as of October 7of, 2005 1998 (the "Pledge Agreement”), ") among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. The First National Bank National Associationof Chicago, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units Income PRIDES and Growth PRIDES from time to time, that the undersigned elects to withdraw the $__________ aggregate principal stated liquidation amount of Separate Senior Notes Capital Securities delivered to the Collateral Custodial Agent on __________on, 2010 2001 for remarketing pursuant to Section 5.07(c4.6(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Capital Securities to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: Date:_____________ ________________________________________ By: ____________________________________ Name: Title: Signature Guarantee: ___________________ Please print name and address: ------------------------- ----------------------------------------- Name Social Security or other Taxpayer Tax payer Identification Number, if any Address------------------------- Address ------------------------- ------------------------- -------------------------

Appears in 1 contract

Samples: Pledge Agreement (Kaufman & Broad Home Corp)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Debentures which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): ________________________________ (Please Print) Address Address: ________________________________ (Please Print) (Zip Code) : Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security Number) ): In the event of a Failed Remarketing, Debentures which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent Bank, N.A. 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxx Xx. Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 AttentionMN 55101 Attn: Corporate Trust Administration Services/Xxxxx Xxxxxx Attention: ____________________ Telecopy: ___________________ Telephone: __________________ Re: Senior Notes due 2010 Debentures of PNM Resources, Inc. Solectron Corporation (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 7December 27, 2005 2001 (the "Pledge Agreement"), among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities IntermediaryState Street Bank and Trust Company of California, and U.S. Bank National AssociationN.A., as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes Debentures delivered to the Collateral Custodial Agent on ___________, 2010 2004 for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Debentures to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: _______________ Signature:__________________________ Signature Guarantee: Name Name(s): ________________________________ (Please Print) Address: ________________________________ (Please Print) Zip Code: Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security Number): Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other Taxpayer Identification Number"signature guarantee program" as may be determined by the Registrar in addition to, if any Addressor in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Appears in 1 contract

Samples: Pledge Agreement (Solectron Corp)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketingfailed remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ------------------ DTC Account Number Name of Account Party:_________________________________ EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. JPMorgan Chase Bank National Association as Custodial Agent 000 Xxxx Xxxxxx450 West 33rd Street New York, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone NY 10001 Telecopier No.: (000212) 000946-0000 Telecopier No.Xxxxxxxxx: (000) 000-0000 AttentionXxxxxxxxxxxxx Xxxxx Xxrvices Xx: Corporate Trust Administration Re: Senior Notes due 2010 of PNM ResourcesThe Williams Companies, Inc. (the "Company") The undersigned hereby notifies xxxxxx xotifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7January 14, 2005 2002 (the "Pledge Agreement"), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units Income PACS from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on __________, 2010 200_ for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: Date:_____________ ------------------------------------ By: :_________________________________ Name: Title: Signature Guarantee: :___________________ --------------------------- -------------------------------------- Name Social Security or other Taxpayer Identification Number, if any Address--------------------------- Address --------------------------- ---------------------------

Appears in 1 contract

Samples: Pledge Agreement (Apco Argentina Inc/New)

DELIVERY INSTRUCTIONS. In the event of a Failed Final an Unsuccessful Remarketing, Senior Notes that subject to Section 5.02(b)(vii) of the Agreement, shares of Convertible Preferred Stock which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of an Unsuccessful Remarketing, subject to Section 5.02(b)(vii) of the Agreement, shares of Convertible Preferred Stock which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G N INSTRUCTION FROM HOLDER OF SEPARATE SHARES OF CONVERTIBLE PREFERRED STOCK TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association Association, as Custodial Agent 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx000 Xxxxxxxxx, Xxx Xxxx Xxxxxxxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Xxxxx Xxxxx Re: Senior Notes due 2010 Convertible Preferred Stock of PNM Resources, Inc. UGI Corporation (the “Company”) The undersigned Holder hereby notifies you in accordance with Section 5.07(c5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 7May 25, 2005 2021 (the “Pledge Agreement”), among between the Company and you, as Collateral Agent, Custodial Agent and Agent, Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units, Treasury Units and Cash Settled Units from time to time, that the undersigned elects to withdraw the $[__________ aggregate principal amount ] Separate Shares of Separate Senior Notes Convertible Preferred Stock delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.02 of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Separate Shares of Convertible Preferred Stock to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) 5.02 of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: [__] By: Name: Title: Signature Guarantee: Name: Social Security or other Taxpayer Identification Number, if any Address EXHIBIT O NOTIFICATION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT REGARDING [FUNDAMENTAL CHANGE EARLY SETTLEMENT][EARLY SETTLEMENT] U.S. Bank National Association, as Custodial Agent| 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxx Xxxxx Re: Convertible Preferred Stock of UGI Corporation (the “Company”) The undersigned hereby notifies you in accordance with Section [5.04(a)][5.06(a)] of the Purchase Contract and Pledge Agreement, dated as of May 25, 2021 (the “Agreement”), between the Company and you, as Collateral Agent, Custodial Agent, Securities Intermediary, Purchase Contract Agent and attorney-in-fact for the holders of Corporate Units, Treasury Units and Cash Settled Units from time to time, that all the conditions necessary for [a Fundamental Change Early Settlement][an Early Settlement] (as defined in the Agreement) by the below specified Holder have been satisfied pursuant to which the undersigned has received from such Holder, and paid to the Company as confirmed in writing by the Company, the below specified Purchase Price. Holder: Purchase Price: U.S. BANK NATIONAL ASSOCIATION, as Purchase Contract Agent By: Name: Title: DATED: EXHIBIT P NOTICE TO SETTLE WITH CASH AFTER UNSUCCESSFUL FINAL REMARKETING U.S. Bank National Association, as Purchase Contract Agent 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxx Xxxxx Re: Corporate Units of UGI Corporation, a Pennsylvania corporation (the “Company”). The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02(b)(vii) of the Purchase Contract and Pledge Agreement, dated as of May 25, 2021 (the “Purchase Contract and Pledge Agreement”), between the Company and you, as the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary, that such Holder has elected to pay to or upon the order of the Securities Intermediary for deposit in the Collateral Account, on or prior to the close of business on the Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashier’s check or wire transfer, in immediately available funds), $[__] as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to [__] Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder’s election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash. Dated: __________ Signature: _____________________________________ Signature Guarantee: _____________________ Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any AddressAddress EXHIBIT Q NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Custodial Agent 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxx Xxxxx

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Ugi Corp /Pa/)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketingfailed final remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed final remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ---------------------------------------------- DTC Account Number Name of Account Party: ------------------------ EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as The Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.[Address] Fax: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 ____ of PNM ResourcesScottish Annuity & Life Holdings, Inc. Ltd. (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7, 2005 _______ (the "Pledge Agreement"), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association_______, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on ___, 200_______, 2010 _ for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: ----------------------------- ---------------------------------------- By: ----------------------------------- Name: Title: Signature Guarantee: ------------- ---------------------------------- ---------------------------------- Name Social Security or other Taxpayer Identification Number, if any Address---------------------------------- Address ----------------------------------

Appears in 1 contract

Samples: Pledge Agreement (Scottish Annuity & Life Holdings LTD)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing during the Three-Business Day Remarketing Period, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G M INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association of New York as Custodial Agent 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx XxxxFloor 8W New York, Xxx Xxxx 00000 Telephone No.New York 10286 Telephone: (000) 000-0000 Telecopier No.Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 Due 2021 of PNM ResourcesXxxx Xxxxx, Inc. (the “Company”) ). The undersigned hereby notifies you in accordance with Section 5.07(c5.02(a)(ii) of the Purchase Contract and Pledge Agreement, dated as of October 7May 12, 2005 2008 (the “Pledge Agreement”), among between the Company and youThe Bank of New York, as Collateral Agent, as Custodial Agent and Agent, as Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c5.02(a)(ii) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(a)(ii) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any AddressAddress DTC Participant No.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Legg Mason Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes Trust Preferred Securities that are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(sName (s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Trust Preferred Securities that are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G INSTRUCTION TO CUSTODIAL COLLATERAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association as Custodial of New York The Collateral Agent Attn.: MBS Group 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx XxxxFloor 4 West New York, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration NY 10286 Re: Senior Notes due 2010 Trust Preferred Securities of PNM Resources, Inc. (the “Company”) Xxxxxx Brothers Holdings Capital Trust VII The undersigned hereby notifies you in accordance with Section 5.07(c5.7(c) of the Pledge Collateral Agreement, dated as of October 7May 17, 2005 2007 (the “Pledge AgreementCOLLATERAL AGREEMENT”), among the Company Xxxxxx Brothers Holdings Inc. and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units Normal MCAPS from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal liquidation amount of Separate Senior Notes Trust Preferred Securities delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c5.7(c) of the Pledge Collateral Agreement. The undersigned hereby instructs you to return such Senior Notes Trust Preferred Securities to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.7(c) of the Pledge Collateral Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Collateral Agreement. Dated: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any AddressAddress EXHIBIT H NOTICE OF OCCURRENCE OF TERMINATION EVENT The Bank of New York The Collateral Agent and Securities Intermediary Attn.: MBS Group 000 Xxxxxxx Xxxxxx, Floor 4 West New York, NY 10286 Re: Xxxxxx Brothers Holdings Inc. (the “COMPANY”) Please refer to the Collateral Agreement dated as of May 17, 2007 (the “COLLATERAL AGREEMENT”), by and among you, the Company, and the undersigned, as Collateral Agent and Securities Intermediary. Unless otherwise defined herein, terms defined in the Collateral Agreement are used herein as defined therein. In accordance with Section 5.4(c) of the Collateral Agreement, we hereby notify you that a Termination Event has occurred. Dated: {Xxxxxx Brothers Holdings Inc.}{U.S. Bank National Association} By: Name: Title: Schedule I Reference Dealers Schedule II Contact Persons for Confirmation Name Phone Number

Appears in 1 contract

Samples: Collateral Agreement (Lehman Brothers Holdings Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G N INSTRUCTION FROM HOLDER OF SEPARATE NOTES TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. HSBC Bank USA, National Association Association, as Custodial Agent 000 10 Xxxx Xxxxxx, Xxxxx 0000 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone No.XX 00000-0000 Xttention: Ixxxxxx Xxxxxxxxxx Fax: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 Notes, of PNM ResourcesSxxxxxx Xxxxx & Dxxxxx, Inc. (the “Company”) The undersigned Holder hereby notifies you in accordance with Section 5.07(c5.02(f) of the Purchase Contract and Pledge Agreement, dated as of October 7November 5, 2005 2010 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units, Treasury Units and Cash Settled Units from time to time, that the undersigned elects to withdraw the $__________ [—] aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.02 of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) 5.02 of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Name: Social Security or other Taxpayer Identification Number, if any Address

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Stanley Black & Decker, Inc.)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed final remarketing, Senior Notes that are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association as of New York The Custodial Agent 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx XxxxFloor 8W New York, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 NY 10286 Telecopier No.: (000) -000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 [ ] of PNM ResourcesThe PMI Group, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7[ ], 2005 2003 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 200_ for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address

Appears in 1 contract

Samples: Pledge Agreement (Pmi Group Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association of New York Mellon Trust Company, N.A., as Custodial Collateral Agent 000 Xxxx 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx 00000 Telephone No.Attention: Corporate Trust Administration Telecopy: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior 1.90% Remarketable Subordinated Notes due 2010 Due 2028 of PNM ResourcesAnthem, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 7May 12, 2005 2015 (the “Pledge Agreement”), among the Company and youThe Bank of New York Mellon Trust Company, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationN.A., as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw withdraw, other than during a Blackout Period, the $__________ [ ] aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with person(s) and the undersigned’s instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Address Social Security or other Taxpayer Identification Number, if any Addressany

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Anthem, Inc.)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) _____________________________________ (Please Print) Address _____________________________________ (Please Print) _____________________________________ _____________________________________ (Zip Code) _____________________________________ (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depositary Trust Company set forth below. _____________________________________ DTC Account Number Name of Account Party: _______________ EXHIBIT G INSTRUCTION NOTICE FROM PURCHASE CONTRACT AGENT TO CUSTODIAL COLLATERAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank Xxxxx Fargo Bank, National Association Association, as Custodial Collateral Agent Sixth and Marquette MAC X0000-000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: Xxxxxxxxx Fax (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM Resources, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c) of Sierra Pacific Resources Reference is made to the Pledge Agreement, dated as of October 7________, 2005 (the "Pledge Agreement"), among Sierra Pacific Resources (the Company and "Company"), you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Associationthe undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units PIES from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth meanings attributable to them in the Pledge Agreement. Dated: The undersigned hereby notifies you, in accordance with paragraph 19(i)(B) of the Indenture Officers' Certificate and Section 5.8 of the Pledge Agreement, that the undersigned has received notice from the Holder named below (the "Holder") that the Holder has elected not to participate in the Remarketing through compliance with the procedures for creating Treasury PIES set forth in Section 3.13 of the Purchase Contract Agreement and Section 5.2 of the Pledge Agreement. Accordingly, the undersigned hereby notifies you in accordance with Section 3.13 of the Purchase Contract Agreement and Section 5.2 of the Pledge Agreement that the Holder has elected to substitute $______________ Value of Treasury Securities in exchange for an equal Value of Pledged Senior Notes and has delivered to the undersigned a notice stating that the Holder has Transferred such Treasury Securities to the Securities Intermediary, for credit to the Collateral Account. The undersigned hereby requests that you as the Collateral Agent, upon confirmation from the Securities Intermediary that such Treasury Securities have been credited to the Collateral Account, release to us for delivery to such Holder _________ principal amount of the Pledged Senior Note in accordance with Section 5.2 of the Pledge Agreement. THE BANK OF NEW YORK, as Purchase Contract Agent By: :______________________________ Name: Title: Signature GuaranteeDate: Name Social Security EXHIBIT H AGENCY AND CUSTODY ACCOUNT DIRECTION FOR CASH BALANCES Direction to use Xxxxx Fargo Funds for Cash Balances for the following account(s): Account Names: Xxxxx Fargo Bank, National Association, as Collateral Agent, Securities Account (Sierra Pacific Resources) Account Number(s): _______________ You are hereby directed to invest, as indicated below or other Taxpayer Identification Numberas I shall direct further from time to time, if all cash in the Account in the following money market portfolio of Xxxxx Fargo Advantage Money Xxxxxx Funds -- Service Class (the "Fund") (Check One): [ ] Xxxxx Fargo Advantage Government Money Market Fund [ ] Xxxxx Fargo Advantage 100% Treasury Money Market Fund [ ] Xxxxx Fargo Advantage Treasury Plus Money Market Fund [ ] Xxxxx Fargo Advantage National Tax-Free Money Market Fund I acknowledge that I have received, at my request, and reviewed the Fund's prospectus and have determined that the Fund is an appropriate investment for the Account. I understand from reading the Fund's prospectus that Xxxxx Fargo Bank, National Association, ("Xxxxx Fargo Bank") serves as investment advisor, custodian and transfer agent for the Fund; I also understand that Xxxxx Fargo Bank will be paid, and its bank affiliates may be paid, fees for services to the Fund and that those fees may include Processing Organization fees as described in the Fund's prospectus. I understand that you will not exclude amounts invested in the Fund from Account assets subject to fees under the Account agreement between us. I understand that investments in the Fund are not obligations of, or endorsed or guaranteed by, Xxxxx Fargo Bank or its affiliates and are not insured by the Federal Deposit Insurance Corporation. I acknowledge that I have full power to direct investments of the Account. I understand that I may change this direction at any Addresstime and that it shall continue in effect until revoked or modified by me by written notice to you. ___________________________ Signature

Appears in 1 contract

Samples: Pledge Agreement (Sierra Pacific Resources /Nv/)

DELIVERY INSTRUCTIONS. In the event of a Failed Final withdrawal of Separate Notes from a Remarketing, Senior Separate Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a withdrawal of Separate Notes from a Remarketing, Separate Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G INSTRUCTION M NOTICE TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM SETTLE WITH CASH AFTER FAILED FINAL REMARKETING U.S. Deutsche Bank National Association Trust Company Americas, as Custodial Purchase Contract Agent 000 00 Xxxx Xxxxxx, 00xx Xxxxx 0000 Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Corporates Team – Dominion Resources Re: Senior Notes due 2010 Series A Corporate Units of PNM Dominion Resources, Inc. Inc., a Virginia corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.07(c5.02(b)(ix) of the Series A Purchase Contract and Pledge Agreement, dated as of October 7August 15, 2005 2016 (the “Purchase Contract and Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Deutsche Bank National AssociationTrust Company Americas, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that such Holder has elected to pay to or upon the undersigned elects to withdraw order of the $__________ aggregate principal amount of Separate Senior Notes delivered to Securities Intermediary for deposit in the Collateral Agent Account, on __________or prior to 4:00p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashiers check or wire transfer, 2010 in immediately available funds), $[ ] as the Purchase Price for remarketing pursuant the shares of Common Stock issuable to Section 5.07(c) of such Holder by the Pledge AgreementCompany with respect to [ ] Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to return notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Senior Notes Holder’s Corporate Units with separate cash. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) Deutsche Bank Trust Company Americas, as Collateral Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – Dominion Resources Re: Series A Corporate Units of Dominion Resources, Inc., a Virginia corporation (the “Company”) Please refer to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms Series A Purchase Contract and conditions of Section 5.07(c) of the Pledge Agreement, dated as of August 15, 2016 (the “Agreement”), among the Company and Deutsche Bank Trust Company Americas, as Purchase Contract Agent and attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with the last paragraph of Section 5.02(b)(ix) of the Agreement that the holder of Corporate Units named below (the “Holder”) has elected to settle the [ ] Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with $[ ] of separate cash prior to 4:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(b)(ix) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and, thereafter, you are instructed to, or instructed to cause the Securities Intermediary to, (A) deposit the separate cash received in the Collateral Account and, if applicable, invest such separate cash in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement (as specified by Section 5.02(b)(ix)), (B) promptly release from the Pledge the Notes of each series underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Dated: By: Deutsche Bank Trust Company Americas, as Purchase Contract Agent and attorney-in-fact of the Holders from time to time of the Units Name: Title: Signature GuaranteeAuthorized Signatory Please print name and address of Holder electing to settle with separate cash: Name Name: Social Security or other Taxpayer Identification Number, if any Address: EXHIBIT O NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT AND COLLATERAL AGENT (Settlement with Separate Cash) Deutsche Bank Trust Company Americas, as Purchase Contract Agent and Collateral Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – Dominion Resources Re: Series A Corporate Units of Dominion Resources, Inc. (the “Company”) Please refer to the Series A Purchase Contract and Pledge Agreement, dated as of August 15, 2016 (the “Agreement”), among you and the Company. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with the last paragraph of Section 5.02(b)(ix) of the Agreement, we hereby notify you that as of 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, (i) we have received from [ ] $[ ] in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to [ ] Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $[ ] of Notes (consisting of an equal amount of Series A-1 Notes and Series A-2 Notes) underlying related Pledged Applicable Ownership Interests in Notes are to be released from the Pledge and Transferred to you. Deutsche Bank Trust Company Americas, as Securities Intermediary Dated: By: EXHIBIT P FORM OF REMARKETING AGREEMENT [●] [●] Ladies and Gentlemen: This Agreement is dated as of [●], 2019 (the “Agreement”) by and among Dominion Resources, Inc., a Virginia corporation (the “Company”), [●]1, a [●], as the reset agent and the remarketing agent[s] (the “Remarketing Agent”), and Deutsche Bank Trust Company Americas, a New York banking corporation, solely as attorney-in-fact of the Holders of Purchase Contracts (the “Purchase Contract Agent”), relating to the appointment of [●] to serve as Remarketing Agent with respect to the Remarketing of the Notes. The Company has also entered into: (a) a Series A Purchase Contract and Pledge Agreement, dated as of August 15, 2016 (the “Purchase Contract and Pledge Agreement”), among the Company, Deutsche Bank Trust Company Americas, as Purchase Contract Agent and attorney-in-fact of the Holders of the Purchase Contracts, and Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent and Securities Intermediary, and (b) an Underwriting Agreement, dated August 9, 2016 (the “Underwriting Agreement”), among the Company and the Representatives (as defined in the Underwriting Agreement), as representatives of the underwriters named in Schedule I of the Underwriting Agreement, each related to the Company’s 2016 Series A Corporate Units (the “Corporate Units”). On August 15, 2016, the Company issued an aggregate of 28,000,000 Corporate Units, each of which consist of a Purchase Contract, a 2.5% undivided beneficial ownership interest in the Company’s 2016 Series A-1 2.0% remarketable subordinated notes due 2021 (the “Series A-1 Notes”) and a 2.5% undivided beneficial ownership interest in the Company’s 2016 Series A-2 2.0% remarketable subordinated notes due 2024 (the “Series A-2 Notes” and, collectively with the Series A-1 Notes, the “Notes”) issued under the Company’s Junior Subordinated Indenture II, dated as of June 1, 2006 (the “Base Indenture”), between the Company and The Bank of New York Mellon (successor trustee to JPMorgan Chase Bank, N.A.), as Trustee (the “Indenture Trustee”), as supplemented and amended by the Third Supplemental and Amending Indenture, dated as of June 1, 2009 (the “Third Supplemental Indenture”), among the Company, the Indenture Trustee and Deutsche Bank Trust Company Americas (the “Series Trustee”), the Eleventh Supplemental Indenture, dated as of August 1, 2016, 1 Insert one or more Remarketing Agents to be designated by the Company. If multiple Remarketing Agents are appointed, revise throughout to add plural terms and clarify that their obligations are several and not joint and that they are responsible for approximately equal principal amounts of Notes. between the Company and the Series Trustee (the “Eleventh Supplemental Indenture”) and the Twelfth Supplemental Indenture, dated as of August 1, 2016, between the Company and the Series Trustee (the “Twelfth Supplemental Indenture” and, together with the Eleventh Supplemental Indenture, the Third Supplemental Indenture and the Base Indenture, the “Indenture”). The Notes that form part of the Corporate Units are pledged pursuant to the Purchase Contract and Pledge Agreement to secure a Corporate Units Holder’s Obligations under the related Purchase Contracts on the Purchase Contract Settlement Date. The terms and conditions under which the Remarketing will occur are as provided for in the Indenture and the Purchase Contract and Pledge Agreement and as provided for herein.

Appears in 1 contract

Samples: Series a Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ------------------------------------------------- (Please Print) Address ------------------------------------------------- (Please Print) ---------------------------------------------------------- ---------------------------------------------------------- (Zip Code) ---------------------------------------------------------- (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depositary Trust Company set forth below. --------------------------------------- DTC Account Number Name of Account Party: -------------------------------------- EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 o [Address] Attention: Corporate Trust Administration o Re: Senior Notes due 2010 of PNM ResourcesAffiliated Managers Group, Inc. (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c4.6(c) of the Pledge Agreement, dated as of October 7December 21, 2005 2001 (the "Pledge Agreement”), ") among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. Bank National Associationyourselves, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units Income PRIDES and Growth PRIDES from time to time, that the undersigned elects to withdraw the $__________ aggregate principal stated liquidation amount of Separate Senior Notes delivered to the Collateral Custodial Agent on ___________, 2010 for remarketing pursuant to Section 5.07(c4.6(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: --------------------- ----------------------------------------------- By: --------------------------------- Name: ------------------------------- Title: ------------------------------ Signature Guarantee: Name ---------------- Please print name and address: ---------------------------- ------------------------------------------- (Name) Social Security or other Taxpayer ------------------------------------------- Identification Number, if any Address------------------------------------ Address D-1 ------------------------------------ ------------------------------------

Appears in 1 contract

Samples: Pledge Agreement (Affiliated Managers Group Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Deutsche Bank National Association Trust Company Americas, as Custodial Collateral Agent 000 00 Xxxx Xxxxxx, 00xx Xxxxx 0000 Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Corporates Team — Dominion Resources Re: Senior 2013 Series A 1.07% Remarketable Subordinated Notes due 2010 Due 2021 of PNM Dominion Resources, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c5.02(d) of the Series A Purchase Contract and Pledge Agreement, dated as of October June 7, 2005 2013 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Deutsche Bank National AssociationTrust Company Americas, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw the $__________ [ ] aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with person(s) and the undersigned’s instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: Name Address By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Addressany

Appears in 1 contract

Samples: Series a Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketingfailed final remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed final remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ------------------ DTC Account Number Name of Account Party: --------------------------------- EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. JPMorgan Chase Bank National Association as The Custodial Agent 000 Xxxx Xxxxxx4 New York Plaza, Xxxxx 0000 Xxx Xxxx15th Floor, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 New York, New York 10004 Attention: Corporate Institutional Trust Administration Services Re: Senior Notes due 2010 2008 of PNM ResourcesThe Hartford Financial Services Group, Inc. (the “Company”"COMPANY") The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7May __, 2005 2003 (the "Pledge Agreement"), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationJPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Normal Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 200_ for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: ------------- ------------------------------------ By: --------------------------------- Name: Title: Signature Guarantee: ---------------- --------------------------------- --------------------------------- Name Social Security or other Taxpayer Identification Number, if any Address--------------------------------- Address ---------------------------------

Appears in 1 contract

Samples: Pledge Agreement (Hartford Financial Services Group Inc/De)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Convertible Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Convertible Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G L INSTRUCTION FROM HOLDER OF SEPARATE CONVERTIBLE NOTES TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. HSBC Bank National Association USA, N.A., as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration [ ] Fax: [ ] Re: Senior Notes due 2010 Convertible Notes, of PNM Resources, Inc. The Xxxxxxx Works (the “Company”) The undersigned Holder hereby notifies you in accordance with Section 5.07(c5.02(c)(ii) of the Purchase Contract and Pledge Agreement, dated as of October 7March 20, 2005 2007 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York Trust Company, N.A., as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Convertible Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.02 of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Convertible Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) 5.02 of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Name: Social Security or other Taxpayer Identification Number, if any Xxxxxxx EXHIBIT M NOTICE TO SETTLE WITH SEPARATE CASH The Bank of New York Trust Company, N.A., as Purchase Contract Agent [Address] Re: Corporate Units of The Xxxxxxx Works, a Connecticut corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02(b)(iii) of the Purchase Contract and Pledge Agreement, dated as of March 20, 2007 (the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), among the Company and you, as Purchase Contract Agent and as attorney-in-fact for the Holders of the Corporate Units, and HSBC Bank USA, N.A., as Collateral Agent, Custodial Agent and Securities Intermediary, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash. Date: Signature Signature Guarantee: Please print name and address of Registered Holder: EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) HSBC Bank USA, N.A., as Collateral Agent Attention: [ ] Fax: [ ] Re: Corporate Units of The Xxxxxxx Works, a Connecticut corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of March 20, 2007 (the “Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with Section 5.02(b)(iii) of the Agreement that the Holder of Corporate Units named below (the “Holder”) has elected to settle the Purchase Contracts related to its Pledged Convertible Notes with $ of separate cash prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(b)(iii) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.02(b)(iii) of the Agreement with respect to Cash Settlement, (B) promptly release from the Pledge the Pledged Convertible Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Convertible Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Date: The Bank of New York Trust Company, N.A., as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Authorized Signatory Please print name and address of Holder electing to settle with separate cash: Name: Social Security or other Taxpayer Identification Number, if any Address EXHIBIT O NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT (Settlement with Separate Cash) The Bank of New York Trust Company, N.A., as Purchase Contract Agent [Address] Re: Corporate Units of The Xxxxxxx Works (the “Company”) Please refer to the Purchase Contract and Pledge Agreement dated as of March 20, 2007 (the “Agreement”), by and among you, the Company, and HSBC Bank USA, N.A., as Collateral Agent, Custodial Agent and Securities Intermediary. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with Section 5.02(a)(v) of the Agreement, we hereby notify you that as of 5:00 p.m. (New York City time) on the Business Day immediately preceding May 17, 2010 (the “Purchase Contract Settlement Date”), (i) we have received from $ in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $ of Pledged Convertible Notes are to be released from the Pledge and Transferred to you. Date: HSBC Bank USA, N.A., as Securities Intermediary By: Name: Title: Authorized Signatory EXHIBIT P NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Cash Settlement) HSBC Bank USA, N.A., as Collateral Agent Attention: [ ] Fax: [ ] Re: Corporate Units of The Xxxxxxx Works, a Connecticut corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of March 20, 2007 (the “Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with Section 5.02(a) of the Agreement that the Holder of Corporate Units named below (the “Holder”) has elected to pay to the Securities Intermediary for deposit in the Collateral Account, prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the first Remarketing Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Purchase Contracts on the Purchase Contract Settlement Date and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder in accordance with Section 5.02(a)(ii) of the Agreement, (A) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments consistent with the instructions of the Company as provided for in Section 5.02(a)(v) of the Agreement, (B) release from the Pledge the Convertible Notes related to the Corporate Units as to which such Holder has effected a Cash Settlement; and (C) instruct the Securities Intermediary to Transfer all such Convertible Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Date: The Bank of New York Trust Company, N.A., as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Authorized Signatory Please print name and address of Holder electing a Cash Settlement: Name: Social Security or other Taxpayer Identification Number, if any Address EXHIBIT Q THE XXXXXXX WORKS REMARKETING AGREEMENT Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This Remarketing Agreement is dated as of [__________, 2010] (this “Agreement”) by and among The Xxxxxxx Works, a Connecticut corporation (the “Company”), Citigroup Global Markets Inc. and Xxxxxx Xxxxxxx & Co. Incorporated, as the reset agents and the remarketing agents (each a “Remarketing Agent” and collectively, the “Remarketing Agents”), and The Bank of New York Trust Company, N.A., not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent” or the “Trustee”) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement referred to below).

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Stanley Works)

DELIVERY INSTRUCTIONS. In the event of a [a/the Last] Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): ------------------------------------ (Please Print) Address Address: ------------------------------------ (Please Print) (Zip Code) : Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security Number) ): In the event of [a/the Last] Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. State Street Bank National Association as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 - - - - Attention: Corporate Trust Administration - Re: Senior Notes due 2010 of PNM ResourcesNOTES OF PLATINUM UNDERWRITERS FINANCE, Inc. (the “Company”) INC. --------------------------------------------- The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 7-, 2005 2002 (the "Pledge Agreement"), among the Company and youPlatinum Underwriters Holdings, Ltd., yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities IntermediaryAgent, and U.S. Bank National AssociationJPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on ___________, 2010 2005 for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By-------------------------- Signature: Name: Title: ------------------------------- Signature Guarantee: Name Name(s): ------------------------------------ (Please Print) Address: ------------------------------------ (Please Print) Zip Code: Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security or other Taxpayer Identification Number, if any Address):

Appears in 1 contract

Samples: Pledge Agreement (Platinum Underwriters Holdings LTD)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered mailed to the person(s) set forth below and mailed to at the address set forth below. Name(s): ------------------------------- (Please Print) Address: ------------------------------- (Zip Code) (Please Print) Address (Please Print) (Zip Code) (Tax Taxpayer Identification or Social Security Number) ): In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association BNY Midwest Trust Company, as Custodial Collateral Agent 000 Xxxx 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Department Re: Senior Notes due 2010 of PNM Resources, Inc. Capital One Financial Corporation (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 7April 23, 2005 2002 (the "Pledge Agreement"), among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationBNY Midwest Trust Company, as Forward Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units Upper DECS and Stripped DECS from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on ___________, 2010 ____ for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedName(s): ------------------------------- (Please Print) Address: By: Name: Title: Signature Guarantee: Name ------------------------------- (Zip Code) (Please Print) (Taxpayer Identification or Social Security or other Taxpayer Identification Number, if any Address):

Appears in 1 contract

Samples: Pledge Agreement (Capital One Financial Corp)

DELIVERY INSTRUCTIONS. In the event of a Failed Final withdrawal of Separate Notes from a Remarketing, Senior Separate Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Zip Code) In the event of a withdrawal of Separate Notes from a Remarketing, Separate Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number) : Name of Account Party: EXHIBIT G INSTRUCTION M NOTICE TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM SETTLE WITH CASH AFTER FAILED FINAL REMARKETING U.S. Bank National Association Association, as Custodial Purchase Contract Agent 000 Xxxx XxxxxxXxxxx XxXxxxx Street, Xxxxx 0000 Xxx Xxxx10th Floor, Xxx Xxxx MK-IL-SLTR Xxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Services Re: Senior Notes due 2010 Corporate Units of PNM ResourcesBlack Hills Corporation, Inc. a South Dakota corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.07(c5.02(b)(ix) of the Purchase Contract and Pledge Agreement, dated as of October 7November 23, 2005 2015 (the “Purchase Contract and Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that such Holder has elected to pay to or upon the undersigned elects to withdraw order of the $__________ aggregate principal amount of Separate Senior Notes delivered to Securities Intermediary for deposit in the Collateral Agent Account, on __________or prior to 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashier’s check or wire transfer, 2010 in immediately available funds), $[ ] as the Purchase Price for remarketing pursuant the shares of Common Stock issuable to Section 5.07(c) of such Holder by the Pledge AgreementCompany with respect to [ ] Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to return notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Senior Notes Holder’s Corporate Units with separate cash. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Collateral Agent 000 Xxxxx XxXxxxx Street, 10th Floor, MK-IL-SLTR Xxxxxxx, XX 00000 Attention: Corporate Trust Services Re: Corporate Units of Black Hills Corporation, a South Dakota corporation (the “Company”) Please refer to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms Purchase Contract and conditions of Section 5.07(c) of the Pledge Agreement, dated as of November 23, 2015 (the “Agreement”), among the Company and U.S. Bank National Association, as Purchase Contract Agent and attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with the last paragraph of Section 5.02(b)(ix) of the Agreement that the holder of Corporate Units named below (the “Holder”) has elected to settle the [ ] Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with [ ] of separate cash prior to 4:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashier’s check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(b)(ix) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and, thereafter, you are instructed to, or instructed to cause the Securities Intermediary to, (A) deposit the separate cash received in the Collateral Account and, if applicable, invest such separate cash in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement (as specified by Section 5.02(b)(ix)), (B) promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Dated: By: U.S. Bank National Association, as Purchase Contract Agent and attorney-in-fact of the Holders from time to time of the Units Name: Title: Signature GuaranteeAuthorized Signatory Please print name and address of Holder electing to settle with separate cash: Name Name: Social Security or other Taxpayer Identification Number, if any Address: EXHIBIT O NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT AND COLLATERAL AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Purchase Contract Agent and Collateral Agent 000 Xxxxx XxXxxxx Street, 10th Floor, MK-IL-SLTR Xxxxxxx, XX 00000 Attention: Corporate Trust Services Re: Corporate Units of Black Hills Corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of November 23, 2015 (the “Agreement”), among you and the Company. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with the last paragraph of Section 5.02(b)(ix) of the Agreement, we hereby notify you that as of 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, (i) we have received from [ ] $[ ] in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to [ ] Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $[ ] of Notes underlying related Pledged Applicable Ownership Interests in Notes are to be released from the Pledge and Transferred to you. U.S. Bank National Association, as Securities Intermediary Dated: By: EXHIBIT P FORM OF REMARKETING AGREEMENT [ ], 20[ ] U.S. Bank National Association [ ] Ladies and Gentlemen: This Agreement is dated as of [ ], 20[ ] (the “Agreement”) by and among Black Hills Corporation, a South Dakota corporation (the “Company”), [ ](1), as the reset agent[s] and the remarketing agent[s] (the “Remarketing Agent”), and U.S. Bank National Association, solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the Holders of Purchase Contracts, relating to the appointment of [ ] to serve as Remarketing Agent with respect to the Remarketing of the Notes. The Company has also entered into: (a) a Purchase Contract and Pledge Agreement, dated as of November 23, 2015 (the “Purchase Contract and Pledge Agreement”), among the Company and U.S. Bank National Association, as Purchase Contract Agent, attorney-in-fact of the Holders of the Purchase Contracts, and as Collateral Agent, Custodial Agent and Securities Intermediary, and (b) an Underwriting Agreement, dated November 17, 2015 (the “Underwriting Agreement”), by and among the Company and the several underwriters named in Schedule A thereto for whom Credit Suisse Securities (USA) LLC, Xxxxx Fargo Securities, LLC, RBC Capital Markets, LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated acted as representatives, each related to the Company’s Corporate Units. On November 23, 2015, the Company issued an aggregate of 5,980,000 Corporate Units, each of which consists of a Purchase Contract and a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of the Company’s 2015 Series A 3.50% remarketable junior subordinated notes due 2028 (the “Notes”) issued under the Company’s Junior Subordinated Indenture, dated as of November 23, 2015 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Indenture Trustee”), as supplemented and amended by the First Supplemental Indenture, dated as of November 23, 2015, between the Company and the Indenture Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Notes that form part of the Corporate Units are pledged pursuant to the Purchase Contract and Pledge Agreement to secure a Corporate Unit Holder’s Obligations under the related Purchase Contracts on the Purchase Contract Settlement Date. The terms and conditions under which the Remarketing will occur are as provided for in the Indenture and the Purchase Contract and Pledge Agreement and as provided for herein.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Black Hills Corp /Sd/)

DELIVERY INSTRUCTIONS. In the event of a Failed Final failed Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) -------------------------------- (Please Print) Address -------------------------------- (Please Print) ----------------------------------------- ----------------------------------------- (Zip Code) ---------------------------------------------- (Tax Identification or Social Security Number) In the event of a failed Remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ---------------------- DTC Account Number Name of Account Party: --------------------------- C-3 EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. First Union National Bank National Association as Custodial Agent 000 Xxxx Xxxxxx12 East 49th Street 37th Floor New York, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 New York 10017 Attention: Corporate Trust Administration ReCxxxxxxxx Xxxxx -- XX 0000 Xx: Senior Notes due 2010 Xxxxxx Xxxxs of PNM ResourcesAffiliated Managers Group, Inc. (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c4.6(c) of the Pledge Agreement, dated as of October 7December 21, 2005 2001 (the "Pledge Agreement”), ") among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. Bank National Associationyourselves, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units Income PRIDES and Growth PRIDES from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on ___________, 2010 for remarketing pursuant to Section 5.07(c4.6(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: ---------------------- ------------------------------------ By: ---------------------------------- Name: -------------------------------- Title: -------------------------------- Signature Guarantee: Name ---------------------- Please print name and address: --------------------------- ------------------------------------------- (Name) Social Security or other Taxpayer ------------------------------------------- Identification Number, if any AddressD-1 --------------------------------- Address --------------------------------- ---------------------------------

Appears in 1 contract

Samples: Pledge Agreement (Affiliated Managers Group Inc)

DELIVERY INSTRUCTIONS. Proceeds of the remarketing should be paid by check in the name of the person(s) set forth below and mailed to the address set forth below. In the event of a Failed Final Remarketing, Senior Notes that Debentures which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) Name(s) (Please Print) (Please Print) Address Address (Please Print) (Please Print) (Zip Code) (Zip Code) (Tax Identification or Social Security Number) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Debentures which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. D Instruction to Custodial Agent Regarding Withdrawal From Remarketing Deutsche Bank National Association Trust Company Americas, as Custodial Agent 000 00 Xxxx Xxxxxx, 00xx Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration and Securities Services Re: Senior Notes due 2010 Securities of PNM Resources, Inc. FPL Group Capital Inc (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c4.6(c) of the Pledge Agreement, dated as of October 7May 1, 2005 2009 (the “Pledge Agreement”), among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York Mellon, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes Debentures delivered to the Collateral Custodial Agent on __________, 2010 __ for remarketing pursuant to Section 5.07(c4.6(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Debentures to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth or incorporated in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Please print name and address: Name Social Security or other Taxpayer Identification Number, if any Address

Appears in 1 contract

Samples: Pledge Agreement (FPL Group Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): __________________________________ (Please Print) Address Address: __________________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number) ): In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association One Trust Company, N.A., as Custodial Agent 000 Xxxx Xxxxxx1 Bank One Plaza Chicago, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Illinois 60670 Re: Senior Notes due 2010 of PNM Resources, Inc. xx XXXXXX-XXXXXX XXX. (the “Company”xxx "Xxxxxxx") The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 7May 1, 2005 2002 (the "Pledge Agreement"), among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationJPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units Upper DECS and Stripped DECS from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on ___________, 2010 2005 for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: ___________________ Signature:___________________________ Signature Guarantee:_________________ Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any any: Address:

Appears in 1 contract

Samples: Pledge Agreement (Temple Inland Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association of New York Mellon Trust Company, N.A., as Custodial Agent 000 Xxxx 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxx XxxxXxxxxxx, Xxx Xxxx XX 00000 Telephone No.Tel: (000) 000-0000 Telecopier No.Fax: (000) 000-0000 Attention: Global Corporate Trust Administration Re: Senior Notes due 2010 Due 2042 of PNM Resources, Inc. Great Plains Energy Incorporated (the “Company”) ). The undersigned hereby notifies you in accordance with Section 5.07(c5.03(d) of the Purchase Contract and Pledge Agreement, dated as of October 7, 2005 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ [ ] aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.03 of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with person(s) and the undersigned’s instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.03(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Address Social Security or other Taxpayer Identification Number, if any Addressany

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Great Plains Energy Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Deutsche Bank National Association Trust Company Americas, as Custodial Collateral Agent 000 00 Xxxx Xxxxxx, 00xx Xxxxx 0000 Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Corporates Team — Dominion Resources Re: Senior 2013 Series B 1.18% Remarketable Subordinated Notes due 2010 Due 2019 of PNM Dominion Resources, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c5.02(d) of the Series B Purchase Contract and Pledge Agreement, dated as of October June 7, 2005 2013 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Deutsche Bank National AssociationTrust Company Americas, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw the $__________ [ ] aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with person(s) and the undersigned’s instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Address Social Security or other Taxpayer Identification Number, if any Addressany

Appears in 1 contract

Samples: Series B Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)

DELIVERY INSTRUCTIONS. In the event of a [a/the Last] Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): ________________________________ (Please Print) Address Address: ________________________________ (Please Print) (Zip Code) : Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security Number) ): In the event of [a/the Last] Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 BNY Midwest Trust Company [ ] [ ] [ ] Attention: Corporate Trust Administration [ ] Re: Senior Notes due 2010 of PNM Resources, Inc. (the “Company”) UnumProvident Corporation The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 7May [ ], 2005 2003 (the "Pledge Agreement"), among the Company and youUnumProvident Corporation, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities IntermediaryAgent, and U.S. Bank National AssociationJPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on ___________, 2010 2006 for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: _______________ Signature:__________________________ Signature Guarantee: Name Name(s): ________________________________ (Please Print) Address: ________________________________ (Please Print) Zip Code: Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security or other Taxpayer Identification Number, if any Address):

Appears in 1 contract

Samples: Pledge Agreement (Unumprovident Corp)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association Association, as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone No.Tel: (000) 000-0000 Telecopier No.Fax: (000) 000-0000 Attention: Corporate Trust Administration Xxxxxxx X. Xxxxxxx, Vice President Re: Senior Notes due 2010 Due 2042 of PNM ResourcesXxxxxxx Controls, Inc. (the “Company”) ). The undersigned hereby notifies you in accordance with Section 5.07(c5.03(d) of the Purchase Contract and Pledge Agreement, dated as of October 7March 16, 2005 2009 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.03 of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.03(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Address Social Security or other Taxpayer Identification Number, if any AddressEXHIBIT M NOTICE OF CASH SETTLEMENT U.S. Bank National Association, as Purchase Contract Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: Xxxxxxx X. Xxxxxxx, Vice President Re: Corporate Units of Xxxxxxx Controls, Inc., a Wisconsin corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.03(b)(iii) of the Purchase Contract and Pledge Agreement, dated as of March 16, 2009 (the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), among the Company and you, as Purchase Contract Agent, as attorney-in-fact for the Holders of the Corporate Units, Collateral Agent, Custodial Agent and Securities Intermediary, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, on or prior to 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash. Date: Signature Signature Guarantee: Please print name and address of Registered Holder: EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Collateral Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: Xxxxxxx X. Xxxxxxx, Vice President Re: Corporate Units of Xxxxxxx Controls, Inc., a Wisconsin corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of March 16, 2009 (the “Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with Section 5.03(b)(iii) of the Agreement that the Holder of Corporate Units named below (the “Holder") has elected to settle the Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with $ of separate cash prior to 11:00 a.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.03(b)(iii) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement, (B) promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Date: , U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Authorized Signatory Please print name and address of Holder electing to settle with separate cash: Name: Social Security or other Taxpayer Identification Number, if any Address EXHIBIT O NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Purchase Contract Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: Xxxxxxx X. Xxxxxxx, Vice President Re: Corporate Units of Xxxxxxx Controls, Inc. (the “Company”) Please refer to the Purchase Contract and Pledge Agreement dated as of March 16, 2009 (the “Agreement”), by and among you, the Company, and U.S. Bank National Association, as Collateral Agent, Custodial Agent and Securities Intermediary. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with Section 5.03(b)(iii) of the Agreement, we hereby notify you that as of 4:00 p.m. (New York City time) on the Business Day immediately preceding March 31, 2012 (the “Purchase Contract Settlement Date”), (i) we have received from $ in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $ of Notes underlying related Pledged Applicable Ownership Interests in Notes are to be released from the Pledge and Transferred to you. U.S. Bank National Association, as Securities Intermediary Dated: By: EXHIBIT P FORM OF REMARKETING AGREEMENT [ ] U.S. Bank National Association 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: Xxxxxxx X. Xxxxxxx, Vice President Ladies and Gentlemen: This Agreement is dated as of [•] (the “Agreement”) by and among Xxxxxxx Controls, Inc., a Wisconsin corporation (the “Company”), [ ], as the reset agent and the remarketing agent (the “Remarketing Agent”), and U.S. Bank National Association, a national banking association, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement referred to below).

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Johnson Controls Inc)

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DELIVERY INSTRUCTIONS. In the event of a Failed Final an Unsuccessful Remarketing, Senior Notes that subject to Section 5.02(b)(vii) of the Agreement, shares of Convertible Preferred Stock which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of an Unsuccessful Remarketing, subject to Section 5.02(b)(vii) of the Agreement, shares of Convertible Preferred Stock which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G N INSTRUCTION FROM HOLDER OF SEPARATE SHARES OF CONVERTIBLE PREFERRED STOCK TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. HSBC Bank USA, National Association Association, as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Corporates Team – Dominion Energy Re: Senior Notes due 2010 Convertible Preferred Stock of PNM ResourcesDominion Energy, Inc. (the “Company”) The undersigned Holder hereby notifies you in accordance with Section 5.07(c5.02(e) of the Series A Purchase Contract and Pledge Agreement, dated as of October 7June 14, 2005 2019 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Deutsche Bank Trust Company Americas, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units, Treasury Units and Cash Settled Units from time to time, that the undersigned elects to withdraw the [●] Separate Shares of Convertible Preferred Stock delivered to you for Remarketing pursuant to Section 5.02 of the Agreement. The undersigned hereby instructs you to return such Separate Shares of Convertible Preferred Stock to the undersigned in accordance with the undersigned’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 5.02 of the Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Date: By: Name: Title: Signature Guarantee: Name: Social Security or other Taxpayer Identification Number, if any Address: EXHIBIT O NOTIFICATION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT REGARDING FUNDAMENTAL CHANGE EARLY SETTLEMENT HSBC Bank USA, National Association, as Custodial Agent 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – Dominion Energy Re: Convertible Preferred Stock of Dominion Energy, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.04(a) of the Series A Purchase Contract and Pledge Agreement, dated as of June 14, 2019 (the “Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units, Treasury Units and Cash Settled Units from time to time, that all the conditions necessary for a Fundamental Change Early Settlement (as defined in the Agreement) by the below specified Holder have been satisfied pursuant to which the undersigned has received from such Holder, and paid to the Company as confirmed in writing by the Company, the below specified Purchase Price. Holder: Purchase Price: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Purchase Contract Agent By: Name: Title: By: Name: Title: DATED: EXHIBIT P NOTICE TO SETTLE WITH CASH AFTER UNSUCCESSFUL FINAL REMARKETING Deutsche Bank Trust Company Americas, as Purchase Contract Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – Dominion Energy Re: Corporate Units of Dominion Energy, Inc., a Virginia corporation (the “Company”). The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02(b)(vii) of the Series A Purchase Contract and Pledge Agreement, dated as of June 14, 2019 (the “Purchase Contract and Pledge Agreement”), among you, as the Purchase Contract Agent, and the Company, the Collateral Agent, the Custodial Agent and the Securities Intermediary, that such Holder has elected to pay to or upon the order of the Securities Intermediary for deposit in the Collateral Account, on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashier’s check or wire transfer, in immediately available funds), $[ ] as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to [ ] Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT Q NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) HSBC Bank USA, National Association, as Custodial Agent 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – Dominion Energy Re: Corporate Units of Dominion Energy, Inc. (the “Company”) Please refer to the Series A Purchase Contract and Pledge Agreement, dated as of June 14, 2019 (the “Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: By: Name: Title: Signature GuaranteeWe hereby notify you in accordance with Section 5.02(b)(vii) of the Agreement that the holder of Corporate Units named below (the “Holder”) has elected to settle the [ ] Purchase Contracts related to its Pledged Applicable Ownership Interests in Convertible Preferred Stock with [ ] of separate cash prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashier’s check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(b)(vii) of the Agreement in lieu of delivery of the Convertible Preferred Stock underlying such Holder’s Applicable Ownership Interest in Convertible Preferred Stock, give us notice of the receipt of such payment and, thereafter, you are instructed to, or instructed to cause the Securities Intermediary to, (A) deposit the separate cash received in the Collateral Account and, if applicable, invest such separate cash in Permitted Investments consistent with the instructions of the Company as provided in Section 5.02(b)(vii) of the Agreement, (B) promptly release from the Pledge the Convertible Preferred Stock underlying the Applicable Ownership Interest in Convertible Preferred Stock related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such shares of Convertible Preferred Stock to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any AddressAddress DEUTSCHE BANK TRUST COMPANY AMERICAS, as Purchase Contract Agent By: Name: Title: By: Name: Title: DATED: EXHIBIT R NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT AND COLLATERAL AGENT (Settlement with Separate Cash) Deutsche Bank Trust Company Americas, as Purchase Contract Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – Dominion Energy HSBC Bank USA, National Association, as Custodial Agent 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – Dominion Energy Re: Corporate Units of Dominion Energy, Inc. (the “Company”) Please refer to the Series A Purchase Contract and Pledge Agreement, dated as of June 14, 2019 (the “Agreement”), among you and the Company. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with Section 5.02(b)(vii) of the Agreement, we hereby notify you that as of 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, (i) we have received from [ ] $[ ] in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to [ ] Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate of [ ] shares of Convertible Preferred Stock underlying related Pledged Applicable Ownership Interests in Convertible Preferred Stock are to be released from the Pledge and Transferred to the Purchase Contract Agent. Date: HSBC Bank USA, National Association, as Securities Intermediary Name: Title: Name: Title: EXHIBIT S INSTRUCTION TO TRANSFER AGENT FROM PURCHASE CONTRACT AGENT (To Transfer Shares of Convertible Preferred Stock to Holder) Broadridge Corporate Issuer Solutions 00 Xxxxxxxx Xxx Xxxxxxxx, XX 00000 Attn: Corporate Actions Re: [ ] Shares of Dominion Energy, Inc. 1.75% Series A Cumulative Perpetual Convertible Preferred Stock, without par value (the “Convertible Preferred Stock”) Reference is hereby made to the Series A Purchase Contract and Pledge Agreement, dated as of June 14, 2019 (the “Agreement”), among Dominion Energy, Inc., Deutsche Bank Trust Company Americas, as Purchase Contract Agent (the “Purchase Contract Agent”), and HSBC Bank USA, National Association, as Collateral Agent (the “Collateral Agent”), Custodial Agent and Securities Intermediary. Terms used and not defined herein shall have the meanings assigned in the Agreement. You, as Transfer Agent, are hereby directed by the Purchase Contract Agent, in its capacity as attorney-in-fact of the Holder to which this notice relates, to, through the DWAC delivery system of the Depository Trust Company (“DTC”): • accept the delivery of [ ] shares of Convertible Preferred Stock from DTC Participant XXXX Xxxx XXX X/X #0000; and • allocate such [ ] shares of Convertible Preferred Stock to DTC Participant [ ] #[ ]. Date: Deutsche Bank Trust Company Americas, as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: By: Name: Title:

Appears in 1 contract

Samples: Series a Purchase Contract and Pledge Agreement (Dominion Energy Inc /Va/)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Debentures which are in physical the form of definitive certificates should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Debentures which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association Wilmington Trust Company, as Custodial Agent 000 Xxxx XxxxxxRxxxxx Square North 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.Telephone: (000) 000-0000 Telecopier No.: (0000000/(000) 000-0000 Attention: Corporate Trust Administration Administration/Dxxxx Xxxxxxxx Re: Senior Notes due 2010 [5.67% Series B-1 Junior Subordinated Debentures] [5.82% Series B-2 Junior Subordinated Debentures] [5.89% Series B-3 Junior Subordinated Debentures] (the “Debentures”) of PNM ResourcesAmerican International Group, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c) 7.4 of the Pledge Agreement, dated as of October 7May 16, 2005 2008 (the “Pledge Agreement”), among the Company and you, as Collateral Custodial Agent, Custodial Collateral Agent and Securities Intermediary, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Notes Debentures delivered to the Collateral Custodial Agent on , 20__________, 2010 _ for remarketing pursuant to Section 5.07(c) 7.4 of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Debentures to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning meanings set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address DELIVERY INSTRUCTIONS Debentures which are in the form of definitive certificates should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) Debentures which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: SCHEDULE I CONTACT PERSONS FOR CONFIRMATION Person(s) in Any of The Following Titles in the Company Address/Phone Number Treasurer or Secretary American International Group, Inc. 70 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 Tel: (000) 000-0000

Appears in 1 contract

Samples: Pledge Agreement (American International Group Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketingfailed remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed remarketing, Notes which are in book-entry form should be credited to the account at The Depositary Trust Company set forth below. __________________ DTC Account Number Name of Account Party:_________________________________ EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration [address] Re: Senior Notes due 2010 of PNM ResourcesThe Williams Companies, Inc. (the "Company") The undersigned hereby notifies hexxxx xxxifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7________ __, 2005 2002 (the "Pledge Agreement"), among the Company and Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units Income PRIDES from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on __________, 2010 200_ for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: Date:_____________ ___________________________________ By: :________________________________ Name: Title: Signature Guarantee: :_______________ ___________________________ ___________________________________ Name Social Security or other Taxpayer Identification Number, if any Address___________________________ Address ___________________________

Appears in 1 contract

Samples: Pledge Agreement (Williams Companies Inc)

DELIVERY INSTRUCTIONS. In If your broker-dealer has arranged to facilitate the event funding of a Failed Final Remarketingthe Subscription and you are funding payment of the Subcription Price through either an ACH authorization, Senior Notes that are wire transfer or credit card payment, pursuant to the instructions set forth in physical form should be the Circular or otherwise provided to you by the Company, please fill out the information below to have your Shares delivered to your broker, held at the person(s) set forth below and mailed transfer agent or delivered to your residence. ☐ Retain at the transfer agent. ☐ Deliver to the address set forth belowof record above. Name(s) ☐ Deliver to my brokerage account at the following instructions: DWAC INSTRUCTIONS Name of DTC Participant (Please Print) Address (Please Print) (Zip Code) (Tax Identification your broker-dealer at which the account or Social Security Number) EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM Resources, Inc. (accounts to be credited with the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7, 2005 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $Shares are maintained): ______________________________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on DTC Participant Number (if known): __________, 2010 for remarketing pursuant to Section 5.07(c) ____________________ Name of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance Account at DTC Participant being credited with the undersigned’s instructionsShares: ______________________________ Account Number at DTC Participant being credited with the Shares: ______________________________ Your Consent is Hereby Given: By signing this Subscription Agreement electronically, you are explicitly agreeing to receive documents electronically including your copy of this signed Subscription Agreement as well as ongoing disclosures, communications and notices. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedEXECUTION BY NATURAL PERSONS Subscriber: ByJoint Subscriber (if applicable): Name: Name: This subscription is accepted by: Issuer: Name: Lxxxxxx Xxxxxxxx Entity: Mystic Holdings, Inc. Title: Signature GuaranteeChief Executive Officer Effective Acceptance Date: Name Social Security _________________________ EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY Subscriber: Name: Entity: Title: This subscription is accepted by: Issuer: Name: Lxxxxxx Xxxxxxxx Entity: Mystic Holdings, Inc. Title: Chief Executive Officer Effective Acceptance Date: _________________________ SCHEDULE A INVESTOR ELIGIBILITY QUESTIONNAIRE Please answer all questions. If the answer is “none” or other Taxpayer Identification Number, if any Address“not applicable,” please so state.

Appears in 1 contract

Samples: Subscription Agreement (Mystic Holdings Inc./Nv)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Debentures which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): ________________________________ (Please Print) Address Address: ________________________________ (Please Print) (Zip Code) : Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security Number) ): In the event of a Failed Remarketing, Debentures which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Chase Manhattan Bank National Association as Custodial Agent Clearance & Collateral Management 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Xxxxxxxxxx Xxxxxxxx Re: Senior Notes due 2010 Debentures of PNM ResourcesAnthem, Inc. (the "Company") ------------------------------------------ The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 7November 2, 2005 2001 (the "Pledge Agreement"), among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes Debentures delivered to the Collateral Custodial Agent on ___________, 2010 2004 for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Debentures to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: _______________ Signature:__________________________ Signature Guarantee: Name Name(s): ________________________________ (Please Print) Address: ________________________________ (Please Print) Zip Code: Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security or other Taxpayer Identification Number, if any Address):

Appears in 1 contract

Samples: Pledge Agreement (Anthem Inc)

DELIVERY INSTRUCTIONS. In the event of a [a/the Last] Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): ________________________________ (Please Print) Address Address: ________________________________ (Please Print) (Zip Code) : Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security Number) ): In the event of [a/the Last] Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. JPMorgan Chase Bank National Association as Custodial Agent 000 Xxxx Xxxxxx4 New York Plaza 15th Floor New York, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 New York 10004 Attention: Corporate Trust Administration ReInstitutional Truxx Xxxxxxxx Xx: Senior Notes due 2010 Xxxxx of PNM Resources, Inc. (the “Company”) Household Finance Corporation The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 730, 2005 2002 (the "Pledge Agreement"), among the Company and youHousehold International, Inc., yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities IntermediaryAgent, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on ___________, 2010 [2005][2006] for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: _______________ Signature:_______________________ Signature Guarantee: Name Name(s): _____________________________ (Please Print) Address: _____________________________ (Please Print) Zip Code: Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security or other Taxpayer Identification Number, if any Address):

Appears in 1 contract

Samples: Pledge Agreement (Household International Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): ________________________________ (Please Print) Address Address: ________________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number) ): In the event of a Failed Remarketing, Notes which are in book- entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association of New York as Custodial Collateral Agent 000 Xxxx XxxxxxXxxxxxx Xxxxxx New York, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration NY 10286 Re: Senior Notes due 2010 of PNM Resources, Inc. Northrop Grumman Corporation (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 7November __, 2005 2001 (the "Pledge Agreement"), among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationJPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on ___________, 2010 2004 for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By_______________ Signature:__________________________ Signature Guarantee: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any any: Address:

Appears in 1 contract

Samples: Pledge Agreement (Northrop Grumman Corp /De/)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Final Remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G M INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association of New York, as Custodial Agent 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx8W New York, Xxx Xxxx 00000 NY 10286 Telephone No.: (000) -000-0000 Telecopier No.: (000) -000-0000 Attention: Corporate Trust Administration Finance Division Re: Senior Notes due 2010 Due 2015 of PNM Resources, CIT Group Inc. (the “Company”) ). The undersigned hereby notifies you in accordance with Section 5.07(c5.02(b)(ii) of the Purchase Contract and Pledge Agreement, dated as of October 723, 2005 2007 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.02 of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(b) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Cit Group Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final RemarketingUnless otherwise directed in writing, Senior Notes that are in physical form should any Share to be delivered to hereunder shall be delivered as follows: To Citibank: To be advised. To Counterparty: To be advised. Yours sincerely, CITIBANK, N.A. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Representative Confirmed as of the person(s) date first above written: PARTNERRE LTD. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: President and CEO Annex A TERMS OF OPTIONAL EARLY SETTLEMENT AND FORM OF ADDITIONAL PAYMENT TRANSACTION Upon any Optional Early Settlement as described in the Forward Transaction Confirmation (as defined below), the Early Settlement Forward Price for any Tranche that is accelerated as so described shall be the discounted present value on the relevant early Settlement Date of the then-applicable Forward Floor Price, discounted from the scheduled Settlement Date for such Tranche using the rate per annum for U.S. dollar LIBOR for the relevant reference period, determined on the basis of the actual number of days elapsed over a 360-day year, as determined by the Calculation Agent (the “Present Value” of the Forward Floor Price for such Tranche as of such early Settlement Date). Each Additional Payment Transaction shall be evidenced by an Additional Payment Transaction Confirmation containing the terms set forth below and mailed to customary confirmation provisions such as those contained in the address set forth below. Name(sconfirmation dated October 25, 2005 between PartnerRe Ltd. (“Counterparty”) and Citibank, N.A. (Please Print“Citibank”) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM Resources, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7, 2005 (the “Pledge AgreementForward Transaction Confirmation”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined herein shall have the meaning respective meanings set forth in the Pledge Forward Transaction Confirmation. For the avoidance of doubt, the transaction contemplated hereby (the “Additional Payment Transaction”) shall be a “Transaction” under the ISDA Agreement. Dated: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification NumberSolely for purposes of the Definitions, if any Addressthe Additional Payment Transaction shall be considered a Share Option Transaction and shall have the following terms:

Appears in 1 contract

Samples: Partnerre LTD

DELIVERY INSTRUCTIONS. In the event of a Failed Final withdrawal of Separate Notes from a Remarketing, Senior Separate Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Zip Code) In the event of a withdrawal of Separate Notes from a Remarketing, Separate Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number) : Name of Account Party: EXHIBIT G INSTRUCTION M NOTICE TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM SETTLE WITH CASH AFTER FAILED FINAL REMARKETING U.S. Bank National Association Association, as Custodial Purchase Contract Agent 000 Xxxx XxxxxxXxxxx XxXxxxx Xxxxxx 10th Floor, Xxxxx 0000 Xxx XxxxMK-IL-SLTR Xxxxxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Services Re: Senior Notes due 2010 Corporate Units of PNM ResourcesSpire Inc., Inc. a Missouri corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.07(c5.02(b)(ix) of the Purchase Contract and Pledge Agreement, dated as of October 7February 16, 2005 2021 (the “Purchase Contract and Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that such Holder has elected to pay to or upon the undersigned elects to withdraw order of the $__________ aggregate principal amount of Separate Senior Notes delivered to Securities Intermediary for deposit in the Collateral Agent Account, on __________or prior to 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashier’s check or wire transfer, 2010 in immediately available funds), $[ ] as the Purchase Price for remarketing pursuant the shares of Common Stock issuable to Section 5.07(c) of such Holder by the Pledge AgreementCompany with respect to [ ] Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to return notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Senior Notes Holder’s Corporate Units with separate cash. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Collateral Agent 000 Xxxxx XxXxxxx Xxxxxx 10th Floor, MK-IL-SLTR Xxxxxxx, XX 00000 Attention: Corporate Trust Services Re: Corporate Units of Spire Inc., a Missouri corporation (the “Company”) Please refer to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms Purchase Contract and conditions of Section 5.07(c) of the Pledge Agreement, dated as of February 16, 2021 (the “Agreement”), among the Company and U.S. Bank National Association, as Purchase Contract Agent and attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with the last paragraph of Section 5.02(b)(ix) of the Agreement that the holder of Corporate Units named below (the “Holder”) has elected to settle the [ ] Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with [ ] of separate cash prior to 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashier’s check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(b)(ix) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and, thereafter, you are instructed to, or instructed to cause the Securities Intermediary to, (A) deposit the separate cash received in the Collateral Account and, if applicable, invest such separate cash in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement (as specified by Section 5.02(b)(ix)), (B) promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Dated: By: U.S. Bank National Association, as Purchase Contract Agent and attorney-in-fact of the Holders from time to time of the Units Name: Title: Signature GuaranteeAuthorized Signatory Please print name and address of Holder electing to settle with separate cash: Name Name: Social Security or other Taxpayer Identification Number, if any Address: EXHIBIT O NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT AND COLLATERAL AGENT (Settlement with Separate Cash) U.S. Bank National Association, as Purchase Contract Agent and Collateral Agent 000 Xxxxx XxXxxxx Xxxxxx 10th Floor, MK-IL-SLTR Xxxxxxx, XX 00000 Attention: Corporate Trust Services Re: Corporate Units of Spire Inc. (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of February 16, 2021 (the “Agreement”), among you and the Company. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with the last paragraph of Section 5.02(b)(ix) of the Agreement, we hereby notify you that as of 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, (i) we have received from [ ] $[ ] in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to [ ] Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $[ ] of Notes underlying related Pledged Applicable Ownership Interests in Notes are to be released from the Pledge and Transferred to you. U.S. Bank National Association, as Securities Intermediary Dated: By: EXHIBIT P FORM OF REMARKETING AGREEMENT [—] [—] Ladies and Gentlemen: This Agreement is dated as of [—], 20[—] (the “Agreement”) by and among Spire Inc., a Missouri corporation (the “Company”), [—]1, a [—], as the reset agent and the remarketing agent[s] (the “Remarketing Agent”), and U.S. Bank National Association, a national banking association, solely as attorney-in-fact of the Holders of Purchase Contracts (the “Purchase Contract Agent”), relating to the appointment of [—] to serve as Remarketing Agent with respect to the Remarketing of the Notes. The Company has also entered into: (a) a Purchase Contract and Pledge Agreement, dated as of February 16, 2021 (the “Purchase Contract and Pledge Agreement”), among the Company, U.S. Bank National Association, as Purchase Contract Agent, attorney-in-fact of the Holders of the Purchase Contracts, and as Collateral Agent, Custodial Agent and Securities Intermediary, and (b) an Underwriting Agreement, dated February 16, 2021 (the “Underwriting Agreement”), by and among the Company and the several underwriters named on Exhibit A thereto for whom Credit Suisse Securities (USA) LLC, BofA Securities, Inc. and Xxxxx Fargo Securities, LLC acted as representatives, each related to the Company’s Corporate Units (the “Corporate Units”). On February 16, 2021, the Company issued an aggregate of 3,200,000 Corporate Units, [and on February [ ], 2021 the Company issued an additional [300,000] Corporate Units pursuant to the underwriter’s exercise of their overallotment option,] each of which consist of a Purchase Contract and a 1/20th, or 5%, undivided beneficial ownership interest in the Company’s 2021 Series A 0.75% remarketable senior notes due 2026 (the “Notes”) issued under the Company’s Senior Indenture, dated as of February 16, 2021 (the “Base Indenture”), between the Company and U.S. Bank National Association, as Trustee (the “Indenture Trustee”), as supplemented and amended by the First Supplemental Indenture, dated as of February 16, 2021, between the Company and the Indenture Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Notes that form part of the Corporate Units are pledged pursuant to the Purchase Contract and Pledge Agreement to secure a Corporate Units Holder’s Obligations under the related Purchase Contracts on the Purchase Contract Settlement Date. The terms and conditions under which the Remarketing will occur are as provided for in the Indenture and the Purchase Contract and Pledge Agreement and as provided for herein.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Spire Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association Association, as Custodial Collateral Agent 000 Xxxx XxxxxxXxxxx XxXxxxx Street, Xxxxx 0000 Xxx Xxxx10th Floor, Xxx Xxxx MK-IL-SLTR Xxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Services Re: Senior 2015 Series A 3.50% Remarketable Junior Subordinated Notes due 2010 Due 2028 of PNM Resources, Inc. Black Hills Corporation (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 7November 23, 2005 2015 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw withdraw, other than during a Blackout Period, the $__________ [ ] aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with person(s) and the undersigned’s instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Address Social Security or other Taxpayer Identification Number, if any Addressany

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Black Hills Corp /Sd/)

DELIVERY INSTRUCTIONS. In the event of a Failed Final withdrawal of Separate Notes from a Remarketing, Senior Separate Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a withdrawal of Separate Notes from a Remarketing, Separate Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G INSTRUCTION M NOTICE TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM SETTLE WITH CASH AFTER FAILED FINAL REMARKETING U.S. The Bank National Association as Custodial Agent 000 Xxxx of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx0000, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration Re: Senior Notes due 2010 Corporate Units of PNM ResourcesExelon Corporation, Inc. a Pennsylvania corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.07(c5.02(b)(ix) of the Purchase Contract and Pledge Agreement, dated as of October 7June 17, 2005 2014 (the “Purchase Contract and Pledge Agreement”), among the Company and youThe Bank of New York Mellon Trust Company, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationN.A., as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that such Holder has elected to pay to or upon the undersigned elects to withdraw order of the $__________ aggregate principal amount of Separate Senior Notes delivered to Securities Intermediary for deposit in the Collateral Agent Account, on __________or prior to 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashiers check or wire transfer, 2010 in immediately available funds), $[ ] as the Purchase Price for remarketing pursuant the shares of Common Stock issuable to Section 5.07(c) of such Holder by the Pledge AgreementCompany with respect to [ ] Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to return notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Senior Notes Holder’s Corporate Units with separate cash. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration Re: Corporate Units of Exelon Corporation, a Pennsylvania corporation (the “Company”) Please refer to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms Purchase Contract and conditions of Section 5.07(c) of the Pledge Agreement, dated as of June 17, 2014 (the “Agreement”), among the Company and The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent and attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with the last paragraph of Section 5.02(b)(ix) of the Agreement that the holder of Corporate Units named below (the “Holder”) has elected to settle the [ ] Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with [ ] of separate cash prior to 4:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(b)(ix) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and, thereafter, you are instructed to, or instructed to cause the Securities Intermediary to, (A) deposit the separate cash received in the Collateral Account and, if applicable, invest such separate cash in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement (as specified by Section 5.02(b)(ix)), (B) promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Dated: By: The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent and attorney-in-fact of the Holders from time to time of the Units Name: Title: Signature Guarantee: Please print name and address of Holder electing a Cash Settlement Name Address Social Security or other Taxpayer Identification Number, if any AddressEXHIBIT O NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT AND COLLATERAL AGENT (Settlement with Separate Cash) The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration Re: Corporate Units of Exelon Corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of June 17, 2014 (the “Agreement”), among you and the Company. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with the last paragraph of Section 5.02(b)(ix) of the Agreement, we hereby notify you that as of 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, (i) we have received from [ ] $[ ] in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to [ ] Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $[ ] of Notes underlying related Pledged Applicable Ownership Interests in Notes are to be released from the Pledge and Transferred to you. The Bank of New York Mellon Trust Company, N.A., as Securities Intermediary Dated: By: Name: Title: EXHIBIT P FORM OF REMARKETING AGREEMENT [ — ] [ — ] Ladies and Gentlemen: This Agreement is dated as of [ — ], 20[ — ] (the “Agreement”) by and among Exelon Corporation, a Pennsylvania corporation (the “Company”), [ — ]1 , a [ — ] [corporation], as the reset agent and the remarketing agent (the “Remarketing Agent”), and The Bank of New York Mellon Trust Company, N.A., solely as attorney-in-fact of the Holders of Purchase Contracts (the “Purchase Contract Agent”), relating to the appointment of [ — ] to serve as Remarketing Agent with respect to the Remarketing of the Notes. The Company has also entered into: (a) a Purchase Contract and Pledge Agreement, dated as of June 17, 2014 (the “Purchase Contract and Pledge Agreement”), among the Company, The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent and attorney-in-fact of the Holders of the Purchase Contracts, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent, Custodial Agent and Securities Intermediary, and (b) an Underwriting Agreement, dated June 11, 2014 (the “Underwriting Agreement”), among the Company and the Representatives (as defined in the Underwriting Agreement), as representatives of the underwriters named in Schedule I of the Underwriting Agreement, each related to the Company’s 2014 Corporate Units (the “Corporate Units”). On June 17, 2014, the Company issued an aggregate of 23,000,000 Corporate Units, each of which consist of a Purchase Contract and a 5% undivided beneficial ownership interest in the Company’s 2014 2.50% junior subordinated notes due 2024 (the “Notes”) issued under the Company’s Subordinated Indenture, dated as of June 17, 2014 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Indenture Trustee”), as supplemented and amended by the First Supplemental Indenture, dated as of June 17, 2014 (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”). The Notes that form part of the Corporate Units are pledged pursuant to the Purchase Contract and Pledge Agreement to secure Corporate Units Holders’ Obligations under the related Purchase Contracts on the Purchase Contract Settlement Date. The terms and conditions under which the Remarketing will occur are as provided for in the Indenture and the Purchase Contract and Pledge Agreement and as provided for herein. 1 Insert one or more Remarketing Agents to be designated by the Company.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Exelon Corp)

DELIVERY INSTRUCTIONS. In the event of a Failed Final withdrawal of Separate Notes from a Remarketing, Senior Separate Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a withdrawal of Separate Notes from a Remarketing, Separate Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM M NOTICE OF CASH SETTLEMENT AFTER FAILED FINAL REMARKETING U.S. The Bank National Association of New York Mellon Trust Company, N.A., as Custodial Purchase Contract Agent 000 Xxxx 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxx XxxxXxxxxxx, Xxx Xxxx XX 00000 Telephone No.Tel: (000) 000-0000 Telecopier No.Fax: (000) 000-0000 Attention: Global Corporate Trust Administration Re: Senior Notes due 2010 Corporate Units of PNM ResourcesGreat Plains Energy Incorporated, Inc. a Missouri corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.07(c5.03(b)(iii) of the Purchase Contract and Pledge Agreement, dated as of October 7May 18, 2005 2009 (the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), among the Company and you, as Purchase Contract Agent, as attorney-in-fact for the Holders of the Corporate Units, Collateral Agent, Custodial Agent and Securities Intermediary, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, on or prior to 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary), $[ ] as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to [ ] Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash. Date: Signature: Signature Guarantee: Please print name and U.S. address of Registered Holder: EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) The Bank National Associationof New York Mellon Trust Company, N.A., as Collateral Agent 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: Global Corporate Trust Re: Corporate Units of Great Plains Energy Incorporated, a Missouri corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of May 18, 2009 (the “Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedWe hereby notify you in accordance with Section 5.03(b)(iii) of the Agreement that the Holder of Corporate Units named below (the “Holder”) has elected to settle the [ ] Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with $[ ] of separate cash prior to 11:00 a.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.03(b)(iii) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement, (B) promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Date: , The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Signature GuaranteeAuthorized Signatory Please print name and address of Holder electing to settle with separate cash: Name Name: Social Security or other Taxpayer Identification Number, if any Address: EXHIBIT O NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT (Settlement with Separate Cash) The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: Global Corporate Trust Re: Corporate Units of Great Plains Energy Incorporated (the “Company”) Please refer to the Purchase Contract and Pledge Agreement dated as of May 18, 2009 (the “Agreement”), by and among you, the Company, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent, Custodial Agent and Securities Intermediary. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with Section 5.03(b)(iii) of the Agreement, we hereby notify you that as of 4:00 p.m. (New York City time) on the Business Day immediately preceding June 15, 2012 (the “Purchase Contract Settlement Date”), (i) we have received from [ ] $[ ] in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to [ ] Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $[ ] of Notes underlying related Pledged Applicable Ownership Interests in Notes are to be released from the Pledge and Transferred to you. The Bank of New York Mellon Trust Company, N.A., as Securities Intermediary Dated: By: EXHIBIT P FORM OF REMARKETING AGREEMENT [•] The Bank of New York Mellon Trust Company, N.A. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Global Corporate Trust Ladies and Gentlemen: This Agreement is dated as of [•] (the “Agreement”) by and among Great Plains Energy Incorporated, a Missouri corporation (the “Company”), [•]1, as the reset agent and the remarketing agent[s] (the “Remarketing Agent”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement referred to below), relating to the appointment of [•] to serve as Remarketing Agent with respect to the Remarketing of the Notes. The Company has also entered into: (i) a Purchase Contract and Pledge Agreement, dated as of May 18, 2009 (the “Purchase Contract and Pledge Agreement”), among the Company, The Bank of New York Mellon Trust Company, N.A., as Collateral Agent, Custodial Agent and Securities Intermediary, Purchase Contract Agent and attorney-in-fact for the Holders of the Purchase Contracts, and (ii) an Underwriting Agreement, dated May 12, 2009 (the “Underwriting Agreement”), among the Company, Xxxxxxx, Xxxxx & Co. and X.X. Xxxxxx Securities Inc., as Representatives of the several Underwriters named therein. The Company issued its 10.00% Subordinated Notes due 2042 (the “Notes”) under the Subordinated Indenture dated as of May 18, 2009 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as amended and supplemented by the Supplemental Indenture No. 1 dated as of May 18, 2009 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The terms and conditions under which the Remarketing will occur are provided for in the Indenture, the Purchase Contract and Pledge Agreement and as provided for herein.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Great Plains Energy Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association Association, as Custodial Collateral Agent 000 Xxxx Xxxxxx190 Xxxxx XxXxxxx Xtreet, Xxxxx 0000 Xxx Xxxx10th Floor, Xxx Xxxx MK-IL-SLTR Chxxxxx, XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Services Re: Senior 2014 Series A 2.00% Remarketable Junior Subordinated Notes due 2010 Due 2022 of PNM ResourcesThe Laclede Group, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 7June 11, 2005 2014 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw withdraw, other than during a Blackout Period, the $__________ [ ] aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with person(s) and the undersigned’s instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Address Social Security or other Taxpayer Identification Number, if any Addressany

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Laclede Group Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Final Remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank Trust National Association Association, as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone No.Attention: Xxxxxxx X. Xxxxxxx Fax: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 Notes, Series A of PNM Resources, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c5.02(b)(ii) of the Purchase Contract and Pledge Agreement, dated as of October 7March 30, 2005 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationJPMorgan Chase Bank, N.A., as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.02 of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(b) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: ___________ By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT M NOTICE TO SETTLE WITH SEPARATE CASH JPMorgan Chase Bank, N.A., as Purchase Contract Agent 0 Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Institutional Trust Services Fax: (000) 000-0000/6167 Re: Corporate Units of PNM Resources, Inc., a New Mexico corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02(b)(v) of the Purchase Contract and Pledge Agreement, dated as of March 30, 2005 (the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), among the Company and you, as Purchase Contract Agent and as attorney-in-fact for the Holders of the Corporate Units, and U.S. Bank Trust National Association, as Collateral Agent, Custodial Agent and Securities Intermediary, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash. Date: Signature Signature Guarantee: Please print name and address of Registered Holder: EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) U.S. Bank Trust National Association, as Collateral Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx Fax: (000) 000-0000 Re: Corporate Units of PNM Resources, Inc., a New Mexico corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of March 30, 2005 (the “Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with Section 5.02(b)(v) of the Agreement that the Holder of Corporate Units named below (the “Holder”) has elected to settle the Purchase Contracts related to its Pledged Applicable Ownership Interests in Senior Notes with $ of separate cash prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(b)(v) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.02(a)(v) of the Agreement with respect to Cash Settlement, (B) promptly release from the Pledge the Senior Notes underlying the Applicable Ownership Interest in Senior Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Senior Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Date: JPMORGAN CHASE BANK, N.A., as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Authorized Signatory Please print name and address of Holder electing to settle with separate cash: Name: Social Security or other Taxpayer Identification Number, if any Address EXHIBIT O NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT (Settlement with Separate Cash) JPMorgan Chase Bank, N.A., as Purchase Contract Agent 0 Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Institutional Trust Services Fax: (000) 000-0000/6167 Re: Corporate Units of PNM Resources, Inc. (the “Company”) Please refer to the Purchase Contract and Pledge Agreement dated as of March 30, 2005 (the “Agreement”), by and among you, the Company, and U.S. Bank Trust National Association, as Collateral Agent, Custodial Agent and Securities Intermediary. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with Section 5.02(b)(v) of the Agreement, we hereby notify you that as of 5:00 p.m. (New York City time) on the Business Day immediately preceding May 16, 2008 (the “Purchase Contract Settlement Date”), (i) we have received from $ in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $ of Senior Notes underlying related Pledged Applicable Ownership Interests in Senior Notes are to be released from the Pledge and Transferred to you. U.S. BANK TRUST NATIONAL ASSOCIATION, as Securities Intermediary Dated: By: Name: Title: Authorized Signatory EXHIBIT P NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Cash Settlement) U.S. Bank Trust National Association, as Collateral Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx Fax: (000) 000-0000 Re: Corporate Units of PNM Resources, Inc., a New Mexico corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of March 30, 2005 (the “Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with Section 5.02(a) of the Agreement that the Holder of Corporate Units named below (the “Holder”) has elected to pay to the Securities Intermediary for deposit in the Collateral Account, prior to 5:00 p.m. (New York City time) on the sixth Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Purchase Contracts on the Purchase Contract Settlement Date and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder in accordance with Section 5.02(a)(ii) of the Agreement, (A) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments consistent with the instructions of the Company as provided for in Section 5.02(a)(v) of the Agreement, (B) release from the Pledge the Senior Notes underlying the Applicable Ownership Interest in Senior Notes related to the Corporate Units as to which such Holder has effected a Cash Settlement; and (C) instruct the Securities Intermediary to Transfer all such Senior Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Date: JPMORGAN CHASE BANK, N.A., as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Authorized Signatory Please print name and address of Holder electing a Cash Settlement: Name: Social Security or other Taxpayer Identification Number, if any Address

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (PNM Resources Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes Debt Securities that are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ________________________________________________________________________________ (Please Print) Address ________________________________________________________________________________ (Please Print) ________________________________________________________________________________ (Zip Code) ________________________________________________________________________________ (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Debt Securities that are in book-entry form should be credited to the account at The Depositary Trust Company set forth below. _______________________________________ DTC Account Number Name of Account Party:_______________________________________________________________________ EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association [___________________], as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 [_______________________________] Attention: Corporate Global Trust Administration Services Re: Senior Notes due 2010 Securities of PNM Resources, Inc. AmerUs Group Co. (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c4.6(c) of the Pledge Agreement, dated as of October 7May [__], 2005 2003 (the "Pledge Agreement"), among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. Bank National Association[________________], as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units Income PRIDES and Growth PRIDES from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes Debt Securities delivered to the Collateral Custodial Agent on __________, 2010 __ for remarketing pursuant to Section 5.07(c4.6(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Debt Securities to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth or incorporated in the Pledge Agreement. Dated: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address.

Appears in 1 contract

Samples: Amerus Group Co/Ia

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Preferred Securities which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ______________________________________ (Please Print) Address ______________________________________ (Please Print) ______________________________________________ ______________________________________________ (Zip Code) ______________________________________________ (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Preferred Securities which are in book-entry form should be credited to the account at The Depositary Trust Company set forth below. ___________________ DTC Account Number Name of Account Party: _____________________ EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Chase Manhattan Bank National Association as Custodial Agent 000 450 Xxxx Xxxxxx, 00xx Xxxxxx 00xx Xxxxx 0000 Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.Xxxention: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Global Trust Administration Services Re: Senior Notes due 2010 Preferred Securities of PNM Resources, Inc. Lincoln National Corporation (the "Company”) "), and Lincoln National Capital IV The undersigned hereby notifies you in accordance with Section 5.07(c4.6(c) of the Pledge Agreement, dated as of October 7August 14, 2005 1998 (the "Pledge Agreement”), ") among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. The First National Bank National Associationof Chicago, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units Income PRIDES and Growth PRIDES from time to time, that the undersigned elects to withdraw the $__________ aggregate principal stated liquidation amount of Separate Senior Notes Preferred Securities delivered to the Collateral Custodial Agent on ___________, 2010 2001 for remarketing pursuant to Section 5.07(c4.6(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Preferred Securities to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: _______________ _____________________________________ By: _________________________________ Name: _______________________________ Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address______________________________

Appears in 1 contract

Samples: Pledge Agreement (Lincoln National Corp)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketingfailed final remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed final remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. __________________ DTC Account Number Name of Account Party:_________________________________ EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. JPMorgan Chase Bank National Association as The Custodial Agent 000 Xxxx Xxxxxx4 New York Plaza, Xxxxx 0000 Xxx Xxxx15th Floor, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 New York, New York 10004 Attention: Corporate Institutional Trust Administration Services Re: Senior Notes due 2010 2008 of PNM ResourcesThe Hartford Financial Services Group, Inc. (the “Company”"COMPANY") The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7May __, 2005 2003 (the "Pledge Agreement"), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationJPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Normal Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 200_ for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address.

Appears in 1 contract

Samples: Pledge Agreement (Hartford Financial Services Group Inc/De)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes [Series A] [Series B] Trust Preferred Securities that are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(sName (s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, [Series A] [Series B] Trust Preferred Securities that are in book-entry form should be credited to the account at The Depository Trust Company set forth below. _____________________________________ DTC Account Number Name of Account Party: ______________________________ EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank JPMorgan Chase Bank, National Association as The Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.Facsimile: (000212) 000623-0000 Telecopier No.: (000) 000-0000 5216 Attention: Corporate Trust Administration Worldwide Securities Services Re: Senior Notes due 2010 Trust Prxxxxxxx Xxxxxxties of PNM Resources, Inc. (the “Company”) [MetLife Capital Trust II][MetLife Capital Trust III] The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7June 21, 2005 (the “Pledge Agreement”"PLEDGE AGREEMENT"), among the Company MetLife, Inc. and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank J.P. Morgan Trust Company, National Association, as Stock Purchase Contract Agent Coxxxxxx Xxxxt and as attorney-in-fact for the holders of Corporate Normal Common Equity Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal liquidation amount of Separate Senior Notes [Series A] [Series B] Trust Preferred Securities delivered to the Collateral Custodial Agent on __________, 2010 _ 200_ for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes [Series A] [Series B] Trust Preferred Securities to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: _______________________ By: _____________________________________ Name: Title: Signature Guarantee: ________________ ________________________________ _________________________________________ Name Social Security or other Taxpayer Identification Number, if any Address________________________________ Address ________________________________ ________________________________ SCHEDULE I Contact Persons for Confirmation

Appears in 1 contract

Samples: Pledge Agreement (Metlife Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Trust Preferred Securities which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ----------------------------------- (Please Print) Address ----------------------------------- (Please Print) ------------------------------------------ ------------------------------------------ (Zip Code) ------------------------------------------ (Tax Identification or Social Security Number) It the event of a Failed Remarketing, Trust Preferred Securities which are in book-entry form should be credited to the account at The Depositary Trust Company set forth below. ---------------------------- DTC Account Number Name of Account Party: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association as Custodial Agent 000 Xxxx Xxxxxxof New York 101 Xxxxxxx Xxxxxx Xxx York, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 New York 10286 Attention: Corporate Trust Administration Department Re: Senior Notes due 2010 Trust Preferred Securities of PNM ResourcesSEMCO Energy, Inc. (the "Company”) "), and SEMCO Capital Trust II The undersigned hereby notifies you in accordance with Section 5.07(c4.6(c) of the Pledge Agreement, dated as of October 7June 19, 2005 2000 (the "Pledge Agreement”), ") among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units Income PRIDES and Growth PRIDES from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal stated liquidation amount of Separate Senior Notes Trust Preferred Securities delivered to the Collateral Custodial Agent on __________, 2010 2002 for remarketing pursuant to Section 5.07(c4.6(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Trust Preferred Securities to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: --------------------------- By: ----------------------------------- Name: --------------------------------- Title: Signature -------------------------------- Medallion Guarantee: ------------------ Please print name and address: ----------------------------- ------------------------------- Name Social Security or other Taxpayer Identification Number, if any ---------------------------------- ---------------------------------- ---------------------------------- Address

Appears in 1 contract

Samples: Pledge Agreement (Semco Energy Inc)

DELIVERY INSTRUCTIONS. In the event of a [a/the Last] Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): ______________________________ (Please Print) Address Address: ______________________________ (Please Print) (Zip Code) : Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security Number) ): In the event of [a/the Last] Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. State Street Bank National Association as Custodial Agent and Trust Company x/x Xxxxx Xxxxxx Xxxx and Trust Company of Connecticut Xxxxxxx Square 000 Xxxx XxxxxxXxxxxx Xxxxxx Xxxxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM ResourcesPlatinum Underwriters Finance, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 7November 1, 2005 2002 (the "Pledge Agreement"), among the Company and youPlatinum Underwriters Holdings, Ltd., yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities IntermediaryAgent, and U.S. Bank National AssociationJPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on ___________, 2010 2005 for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: _____________________ Signature:____________________________________ Signature Guarantee: Name _________________________ Name(s): ______________________________ (Please Print) Address: ______________________________ (Please Print) Zip Code: Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security or other Taxpayer Identification Number, if any Address):

Appears in 1 contract

Samples: Pledge Agreement (Platinum Underwriters Holdings LTD)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered mailed to the person(s) set forth below and mailed to at the address set forth below. Name(s): ________________________________ (Please Print) Address: ________________________________ (Zip Code) (Please Print) Address (Please Print) (Zip Code) (Tax Taxpayer Identification or Social Security Number) ): In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association Wachovia Bank, N.A. [address], as Custodial Collateral Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM Resources, Solutia Inc. (the "Company") ------------------------------------- The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 7February , 2005 2002 (the "Pledge Agreement"), among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationJPMorgan Chase Bank, as Forward Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units Upper DECS and Stripped DECS from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on ___________, 2010 ____ for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedName(s): ________________________________ (Please Print) Address: By: Name: Title: Signature Guarantee: Name ________________________________ (Zip Code) (Please Print) (Taxpayer Identification or Social Security or other Taxpayer Identification Number, if any Address):

Appears in 1 contract

Samples: Pledge Agreement (Solutia Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Subordinated Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed final remarketing, Subordinated Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ------------------ DTC Account Number Name of Account Party:___________________________ EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as ------------------ The Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration ------------------ ------------------ ------------------ Re: Senior Subordinated Notes due 2010 Due ________ ___, ____ of PNM ResourcesONEOK, Inc. (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c4.07(c) of the Pledge Agreement, dated as of October 7________ ___, 2005 ____ (the "Pledge Agreement"), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationSunTrust Bank, as Purchase Contract Agent and as Agent, attorney-in-fact and trustee for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Subordinated Notes delivered to the Collateral Agent on _________, _, 2010 ____ for remarketing pursuant to Section 5.07(c4.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Subordinated Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: ____________________ By: ------------------------------ Name: Title: Signature Guarantee: Name -------------------- --------------------------- ---------------------------------------- Name: Social Security or other Taxpayer Identification Number, if any Address--------------------------- Address --------------------------- ---------------------------

Appears in 1 contract

Samples: Pledge Agreement (Oneok Inc /New/)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Final Remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G M INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association of New York, as Custodial Agent 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx8W New York, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 NY 10286 Telecopier No.: (000) -000-0000 Attention: Corporate Trust Administration Division – Corporate Finance Unit Re: Senior Notes due 2010 Due 2009 of PNM ResourcesGenworth Financial, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c5.02(b)(ii) of the Purchase Contract and Pledge Agreement, dated as of October 7May 24, 2005 2004 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.02 of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(b) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Address Identification Number, if any Address+

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Genworth Financial Inc)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G L INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association of New York Mellon Trust Company, N.A., as Custodial Collateral Agent 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: 2019 Series F 2.25% Remarketable Senior Notes due 2010 Due 2025 of PNM Resources, Inc. DTE Energy Company (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c5.02(d) of the Purchase Contract and Pledge Agreement, dated as of October 7November 1, 2005 2019 (the “Pledge Agreement”), among the Company and youThe Bank of New York Mellon Trust Company, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationN.A., as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that the undersigned elects to withdraw withdraw, other than during a Blackout Period, the $__________ [ ] aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c5.02(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with person(s) and the undersigned’s instructions. address(es) indicated herein under “A. Delivery Instructions.” With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: Name Address By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Addressany

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Dte Energy Co)

DELIVERY INSTRUCTIONS. In Unless the event Holder directs otherwise below, the Holder hereby requests that the Conversion Consideration (which includes shares of a Failed Final Remarketing, Senior Notes that are Common Stock in physical form should connection with the conversion of the Note and cash in respect of any accrued and unpaid interest on the Note) be delivered to the person(sHolder as follows: (i) set forth below and mailed the shares of Common Stock in connection with the conversion of the Note shall be credited to the address Holder’s (or its designee’s) account at the Depository Trust Company (DTC) through the Transfer Agent’s Deposit/Withdrawal At Custodian (DWAC) system; and (ii) any cash with respect to any accrued but unpaid interest on the Note shall be wired to the Holder, in each case as set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security DTC Account Information for Delivery of Common Stock in Connection with Conversion of Note: Holder Name: DTC Participant Name and Number) EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: DTC Participant Phone Number and Contact Email: Account Name: Account Number: Wire Instructions for Delivery of Cash in Respect of Accrued and Unpaid Interest on Note: Holder Name: Bank: Bank: ABA: Swift: Account Number: Account Name: Date: (000Legal Name of Holder) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM Resources, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7, 2005 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: By: Name: Title: Signature GuaranteeGuaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory EXHIBIT G FORM OF NOTICE OF ACCEPTANCE OF OPTIONAL REDEMPTION TELLURIAN INC. 6.00% Senior Secured Convertible Notes due 2025 Subject to the terms of the Indenture, by executing and delivering this Notice of Acceptance of Optional Redemption, the undersigned Holder of the Note identified below accepts the Company’s offer of an Optional Redemption with respect to ¨ the entire principal amount of ¨ $ ‡ aggregate principal amount of the Note identified by CUSIP No. and Certificate No. . The undersigned acknowledges that this Notice, duly endorsed for transfer, must be delivered to the Paying Agent within fifteen (15) Business Days of the date of the applicable Optional Redemption Notice. Date: (Legal Name Social Security or other Taxpayer Identification Number, if any Addressof Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory ‡ Must be an Authorized Denomination.

Appears in 1 contract

Samples: Supplemental Indenture (Tellurian Inc. /De/)

DELIVERY INSTRUCTIONS. In the event of a Last Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Last Failed Remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G M INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association of New York, as Custodial Agent 000 Xxxx XxxxxxXxxxxxx Xxxxxx - 8W New York, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 NY 10286 Telecopier No.: (000) 000-0000 0000/5707 Attention: Corporate Trust Administration Re: Senior Notes due 2010 Due 2012 of PNM Resources, Inc. BankUnited Financial Corporation (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c5.02(a)(ii) of the Purchase Contract and Pledge Agreement, dated as of October 7April 25, 2005 2007 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate HiMEDS Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 for remarketing Remarketing pursuant to Section 5.07(c5.02(a)(ii) of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c5.02(a)(ii) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any AddressAddress DTC Participant No.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Bankunited Financial Corp)

DELIVERY INSTRUCTIONS. In the event of a Failed Final an Unsuccessful Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of an Unsuccessful Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G N INSTRUCTION FROM HOLDER OF SEPARATE NOTES TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. HSBC Bank USA, National Association Association, as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.Attention: Corporate Trust and Loan Agency Fax: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 Notes, of PNM ResourcesXxxxxxx Xxxxx & Xxxxxx, Inc. (the “Company”) The undersigned Holder hereby notifies you in accordance with Section 5.07(c5.02(e) of the Purchase Contract and Pledge Agreement, dated as of October 7December 3, 2005 2013 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units, Treasury Units and Cash Settled Units from time to time, that the undersigned elects to withdraw the $__________ [—] aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.02 of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Separate Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) 5.02 of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Name: Social Security or other Taxpayer Identification Number, if any Address: EXHIBIT O NOTIFICATION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT REGARDING FUNDAMENTAL CHANGE EARLY SETTLEMENT HSBC Bank USA, National Association, as Custodial Agent 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust and Loan Agency Fax: (000) 000-0000 Re: Notes of Xxxxxxx Xxxxx & Xxxxxx, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.04(a) of the Purchase Contract and Pledge Agreement, dated as of December 3, 2013 (the “Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units, Treasury Units and Cash Settled Units from time to time, that all the conditions necessary for a Fundamental Change Early Settlement (as defined in the Agreement) by the below specified Holder have been satisfied pursuant to which the undersigned has received from such Holder, and paid to the Company as confirmed in writing by the Company, the below specified Purchase Price or Notes having an aggregate principal amount equal to such Purchase Price. Holder: Purchase Price: Notes: THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Purchase Contract Agent By: Authorized Signatory

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Stanley Black & Decker, Inc.)

DELIVERY INSTRUCTIONS. In the event of a Failed Final withdrawal of Separate Notes from a Remarketing, Senior Separate Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a withdrawal of Separate Notes from a Remarketing, Separate Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G INSTRUCTION M NOTICE TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM SETTLE WITH CASH AFTER FAILED FINAL REMARKETING U.S. Bank National Association as Custodial Agent Xxxxxxx Square 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx 0000 Xxx XxxxXxxxxxxx, Xxx Xxxx Xxxxxxxxxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Global Corporate Trust Administration Re: Senior Notes due 2010 2019 Series A Corporate Units of PNM ResourcesThe Southern Company, Inc. a Delaware corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.07(c5.02(b)(ix) of the Purchase Contract and Pledge Agreement, dated as of October 7August 16, 2005 2019 (the “Purchase Contract and Pledge Agreement”), among the Company and U.S. Bank National Association, as Purchase Contract Agent and attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that such Holder has elected to pay to or upon the order of the Securities Intermediary for deposit in the Collateral Account, on or prior to 4:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashiers check or wire transfer, in immediately available funds), $[ ] as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to [ ] Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate Cash. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) U.S. Bank National Association Xxxxxxx Square 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Global Corporate Trust Re: 2019 Series A Corporate Units of The Southern Company, a Delaware corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of August 16, 2019 (the “Agreement”), among the Company and U.S. Bank National Association, as Purchase Contract Agent and attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary. Capitalized terms used herein but not defined shall have the meanings set forth in the Agreement. We hereby notify you in accordance with the last paragraph of Section 5.02(b)(ix) of the Agreement that the holder of Corporate Units named below (the “Holder”) has elected to settle the [ ] Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with $[ ] of separate Cash prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(b)(ix) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and, thereafter, you are instructed to, or instructed to cause the Securities Intermediary to, (A) deposit the separate Cash received in the Collateral Account and, if applicable, invest such separate Cash in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement (as specified by Section 5.02(b)(ix)), (B) promptly release from the Pledge the Notes of each series underlying the Applicable Ownership Interests in Notes related to the Corporate Units as to which such Holder has paid such separate Cash; and (C) promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Dated: By: U.S. Bank National Association, as Purchase Contract Agent and attorney-in-fact of the Holders from time to time of the Units Name: Title: Please print name and address of Holder electing a Cash Settlement Name Address Social Security or other Taxpayer Identification Number, if any EXHIBIT O NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT AND COLLATERAL AGENT (Settlement with Separate Cash) U.S. Bank National Association Xxxxxxx Square 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Global Corporate Trust Re: 2019 Series A Corporate Units of The Southern Company (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of August 16, 2019 (the “Agreement”), among you and the Company. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with the last paragraph of Section 5.02(b)(ix) of the Agreement, we hereby notify you that as of 4:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, (i) we have received from [ ] $[ ] in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to [ ] Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $[ ] of Notes (consisting of an equal amount of Series 2019A Notes and Series 2019B Notes) underlying related Pledged Applicable Ownership Interests in Notes are to be released from the Pledge and Transferred to you. U.S. Bank National Association, as Securities Intermediary Dated: By: Name: Title: O-1 EXHIBIT P FORM OF REMARKETING AGREEMENT [ ● ] [ ● ] Ladies and Gentlemen: This Agreement is dated as of [ ● ], 20[ ● ] (the “Agreement”) by and among The Southern Company, a Delaware corporation (the “Company”), [ ● ]1 , a [ ● ] [corporation], as the reset agent and the remarketing agent (the “Remarketing Agent”), and U.S. Bank National Association, solely as attorney-in-fact of the Holders of Purchase Contracts (the “Purchase Contract Agent”), relating to the appointment of [ ● ] to serve as Remarketing Agent with respect to the Remarketing of the Notes (as defined below). The Company has also entered into: (a) a Purchase Contract and Pledge Agreement, dated as of August 16, 2019 (the “Purchase Contract and Pledge Agreement”), among the Company, U.S. Bank National Association, as Purchase Contract Agent and attorney-in-fact of the Holders of the Purchase Contracts, and U.S. Bank National Association, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank (b) an Underwriting Agreement, dated August 13, 2019 (the “Underwriting Agreement”), among the Company and the underwriters named therein, each related to the Company’s Corporate Units (the “Corporate Units”). On August 16, 2019, the Company issued an aggregate of 34,500,000 Corporate Units, each of which consist of a stock purchase contract issued by the Company and (a) a 1/40 undivided beneficial ownership interest in $1,000 principal amount of the Company’s Series 2019A Remarketable Junior Subordinated Notes due August 1, 2024 (the “Series 2019A Notes”) and (b) a 1/40 undivided beneficial ownership interest in $1,000 principal amount of the Company’s Series 2019B Remarketable Junior Subordinated Notes due August 1, 2027 (the “Series 2019B Notes” and, together with the Series 2019A Notes, the “Notes”). The Series 2019A Notes were issued pursuant to a Subordinated Note Indenture, dated as of October 1, 2015 (the “Base Indenture”), by and between the Company and Xxxxx Fargo Bank, National Association, as Purchase Contract Agent trustee (the “Trustee”), as heretofore supplemented and as attorney-in-fact for further supplemented by a sixth supplemental indenture, dated as of August 16, 2019, to the holders Base Indenture relating to the Series 2019A Notes (the “Sixth Supplemental Indenture”), between the Company and the Trustee. The Series 2019B Notes were issued pursuant to the Base Indenture, as heretofore supplemented and as further supplemented by a seventh supplemental indenture, dated as of Corporate Units from time August 16, 2019, to timethe Base Indenture relating to the Series 2019B Notes (the “Seventh Supplemental Indenture” and, that together with the undersigned elects Sixth Supplemental Indenture, the “Supplemental Indentures”), between the Company and the Trustee. The Supplemental Indentures and the Base Indenture are herein referred to withdraw collectively as the $“Indenture.” _______________________ aggregate principal amount 1 Insert on or more Remarketing Agents to be designated by the Company. The Notes that form part of Separate Senior Notes delivered the Corporate Units are pledged pursuant to the Collateral Agent Purchase Contract and Pledge Agreement to secure Corporate Units Holders’ Obligations under the related Purchase Contracts on __________, 2010 for remarketing pursuant to Section 5.07(c) of the Pledge AgreementPurchase Contract Settlement Date. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of under which the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth Remarketing will occur are as provided for in the Indenture and the Purchase Contract and Pledge Agreement. Dated: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any AddressAgreement and as provided for herein.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Southern Co)

DELIVERY INSTRUCTIONS. In the event of a Failed Final an Unsuccessful Remarketing, Senior Notes that subject to Section 5.02(b)(vii) of the Agreement, shares of Convertible Preferred Stock which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of an Unsuccessful Remarketing, subject to Section 5.02(b)(vii) of the Agreement, shares of Convertible Preferred Stock which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G N INSTRUCTION FROM HOLDER OF SEPARATE SHARES OF CONVERTIBLE PREFERRED STOCK TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. HSBC Bank USA, National Association Association, as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.Attention: Xxxxxx Xxxxxxx Fax: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 Convertible Preferred Stock of PNM ResourcesXxxxxxx Xxxxx & Xxxxxx, Inc. (the “Company”) The undersigned Holder hereby notifies you in accordance with Section 5.07(c5.02(e) of the Purchase Contract and Pledge Agreement, dated as of October 7November 13, 2005 2019 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units, Treasury Units and Cash Settled Units from time to time, that the undersigned elects to withdraw the $[__________ aggregate principal amount ] Separate Shares of Separate Senior Notes Convertible Preferred Stock delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.02 of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Separate Shares of Convertible Preferred Stock to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) 5.02 of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name: Social Security or other Taxpayer Identification Number, if any Address: EXHIBIT O NOTIFICATION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT REGARDING FUNDAMENTAL CHANGE EARLY SETTLEMENT HSBC Bank USA, National Association, as Custodial Agent 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Fax: (000) 000-0000 Re: Convertible Preferred Stock of Xxxxxxx Xxxxx & Xxxxxx, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.04(a) of the Purchase Contract and Pledge Agreement, dated as of November 13, 2019 (the “Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units, Treasury Units and Cash Settled Units from time to time, that all the conditions necessary for a Fundamental Change Early Settlement (as defined in the Agreement) by the below specified Holder have been satisfied pursuant to which the undersigned has received from such Holder, and paid to the Company as confirmed in writing by the Company, the below specified Purchase Price. Holder: Purchase Price: THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Purchase Contract Agent By: Name: Title: DATED: EXHIBIT P NOTICE TO SETTLE WITH CASH AFTER UNSUCCESSFUL FINAL REMARKETING The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Global Corporate Trust Re: Corporate Units of Xxxxxxx Xxxxx & Xxxxxx, Inc., a Connecticut corporation (the “Company”). The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02(b)(vii) of the Purchase Contract and Pledge Agreement, dated as of November 13, 2019 (the “Purchase Contract and Pledge Agreement”), among you, as the Purchase Contract Agent, and the Company, the Collateral Agent, the Custodial Agent and the Securities Intermediary, that such Holder has elected to pay to or upon the order of the Securities Intermediary for deposit in the Collateral Account, on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashier’s check or wire transfer, in immediately available funds), $[____] as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to [____] Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holder’s Corporate Units with separate cash. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any AddressAddress EXHIBIT Q NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) HSBC Bank USA, National Association, as Custodial Agent 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Fax: (000) 000-0000 Re: Corporate Units of Xxxxxxx Xxxxx & Xxxxxx, Inc. (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of November 13, 2019 (the “Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with Section 5.02(b)(vii) of the Agreement that the holder of Corporate Units named below (the “Holder”) has elected to settle the [____] Purchase Contracts related to its Pledged Applicable Ownership Interests in Convertible Preferred Stock with [____] of separate cash prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashier’s check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(b)(vii) of the Agreement in lieu of delivery of the Convertible Preferred Stock underlying such Holder’s Applicable Ownership Interest in Convertible Preferred Stock, give us notice of the receipt of such payment and, thereafter, you are instructed to, or instructed to cause the Securities Intermediary to, (A) deposit the separate cash received in the Collateral Account and, if applicable, invest such separate cash in Permitted Investments consistent with the instructions of the Company as provided in Section 5.02(b)(vii) of the Agreement, (B) promptly release from the Pledge the Convertible Preferred Stock underlying the Applicable Ownership Interest in Convertible Preferred Stock related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such shares of Convertible Preferred Stock to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Purchase Contract Agent By: Name: Title: DATED: EXHIBIT R NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT AND COLLATERAL AGENT (Settlement with Separate Cash) The Bank of New York Mellon Trust Company, National Association, as Purchase Contract Agent 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Global Corporate Trust HSBC Bank USA, National Association, as Collateral Agent 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Fax: (000) 000-0000 Re: Corporate Units of Xxxxxxx Xxxxx & Xxxxxx, Inc. (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of November 13, 2019 (the “Agreement”), among you and the Company. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with Section 5.02(b)(vii) of the Agreement, we hereby notify you that as of 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, (i) we have received from [____] $[____] in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to [____] Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate of [____] shares of Convertible Preferred Stock underlying related Pledged Applicable Ownership Interests in Convertible Preferred Stock are to be released from the Pledge and Transferred to the Purchase Contract Agent. Date: HSBC Bank USA, National Association, as Securities Intermediary Name: Title: Authorized Signatory

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Stanley Black & Decker, Inc.)

DELIVERY INSTRUCTIONS. In the event of a [a/the Last] Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): ---------------------------------------- (Please Print) Address Address: ---------------------------------------- (Please Print) (Zip Code) : Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security Number) ): In the event of [a/the Last] Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. State Street Bank National Association as Custodial Agent and Trust Company x/x Xxxxx Xxxxxx Xxxx and Trust Company of Connecticut Xxxxxxx Square 000 Xxxx XxxxxxXxxxxx Xxxxxx Xxxxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM ResourcesNOTES OF PLATINUM UNDERWRITERS FINANCE, Inc. (the “Company”) INC. The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 7*, 2005 2002 (the "Pledge Agreement"), among the Company and youPlatinum Underwriters Holdings, Ltd., yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities IntermediaryAgent, and U.S. Bank National AssociationJPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on ___________, 2010 2005 for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By--------------- Signature: Name: Title: ------------------------- Signature Guarantee: Name Name(s): ---------------------------------------- (Please Print) Address: ---------------------------------------- (Please Print) Zip Code: Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security or other Taxpayer Identification Number, if any Address):

Appears in 1 contract

Samples: Pledge Agreement (Platinum Underwriters Holdings LTD)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered mailed to the person(s) set forth below and mailed to at the address set forth below. Name(s): -------------------------------------- (Please Print) Address: -------------------------------------- (Zip Code) (Please Print) Address (Please Print) (Zip Code) (Tax Taxpayer Identification or Social Security Number) ): In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION FROM HOLDER OF SEPARATE NOTES TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association of New York, as Custodial Collateral Agent 000 Xxxx XxxxxxXxxxxxx Xxxxxx New York, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.New York 10286 Attention: Corporate Trust Department Facsimile: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM Resources, Inc. El Paso Corporation (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 7June 26, 2005 2002 (the "Pledge Agreement"), among the Company and you, as Collateral Agent, Securities Intermediary and Custodial Agent Agent, the Company and Securities Intermediary, and U.S. Bank National AssociationJPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for of the holders of Corporate Units Holders from time to timetime of the Equity Security Units and Stripped Units, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on ___________, 2010 ____ for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. instructions indicated herein under "Delivery Instructions." With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedName(s): -------------------------------------- (Please Print) Address: By: Name: Title: Signature Guarantee: Name -------------------------------------- (Zip Code) (Please Print) (Taxpayer Identification or Social Security or other Number): DELIVERY INSTRUCTIONS Notes which are in physical form should be mailed to the person(s) set forth below at the address set forth below. Name(s): -------------------------------------- (Please Print) Address: -------------------------------------- (Zip Code) (Please Print) (Taxpayer Identification or Social Security Number, if any Address): Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number:

Appears in 1 contract

Samples: Pledge Agreement (El Paso Corp/De)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, Senior Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G L INSTRUCTION FROM HOLDER OF SEPARATE SENIOR NOTES TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association JPMorgan Chase Bank, N.A., as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.Attention: Worldwide Securities Services Fax: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 Notes, Series A of PNM Resources, Inc. Entergy Corporation (the "Company") The undersigned Holder hereby notifies you in accordance with Section 5.07(c5.02(d)(ii) of the Purchase Contract and Pledge Agreement, dated as of October 7December 20, 2005 (the “Pledge "Agreement"), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 you for remarketing Remarketing pursuant to Section 5.07(c) 5.02 of the Pledge Agreement. The undersigned hereby instructs you to return such Separate Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) 5.02 of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT M NOTICE TO SETTLE WITH SEPARATE CASH The Bank of New York, as Purchase Contract Agent c/x Xxx Xxxx xx Xxx Xxxx Xrust Company, N.A. 10000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxxx, XX 00000 Xttention: Corporate Trust Administration Fax: (000) 000-0000 Re: Corporate Units of Entergy Corporation, a Delaware corporation (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02(c)(iii) of the Purchase Contract and Pledge Agreement, dated as of December 20, 2005 (the "Purchase Contract and Pledge Agreement"; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), among the Company and you, as Purchase Contract Agent and as attorney-in-fact for the Holders of the Corporate Units, and JPMorgan Chase Bank, N.A., as Collateral Agent, Custodial Agent and Securities Intermediary, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders' election to settle the Purchase Contracts related to such Holder's Corporate Units with separate cash. Date: Signature Signature Guarantee: Please print name and address of Registered Holder: EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) JPMorgan Chase Bank, N.A., as Collateral Agent Attention: Worldwide Securities Services Fax: (000) 000-0000 Re: Corporate Units of Entergy Corporation, a Delaware corporation (the "Company") Please refer to the Purchase Contract and Pledge Agreement, dated as of December 20, 2005 (the "Agreement"), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with Section 5.02(c)(iii) of the Agreement that the Holder of Corporate Units named below (the "Holder") has elected to settle the Purchase Contracts related to its Pledged Applicable Ownership Interests in Senior Notes with $ of separate cash prior to 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(c)(iii) of the Agreement in lieu of exercise of such Holder's Put Right, give us notice of the receipt of such payment and (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.02(b)(v) of the Agreement with respect to Cash Settlement, (B) promptly release from the Pledge the Senior Notes underlying the Applicable Ownership Interest in Senior Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Senior Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Date: The Bank of New York, as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Authorized Signatory Please print name and address of Holder electing to settle with separate cash: Name: Social Security or other Taxpayer Identification Number, if any Address EXHIBIT O NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT (Settlement with Separate Cash) The Bank of New York, as Purchase Contract Agent x/x Xxx Xxxx xx Xxx Xxxx Trust Company, N.A. 00000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxxx, XX 00000 Attention: Corporate Trust Administration Fax: (000) 000-0000 Re: Corporate Units of Entergy Corporation (the "Company") Please refer to the Purchase Contract and Pledge Agreement dated as of December 20, 2005 (the "Agreement"), by and among you, the Company, and JPMorgan Chase Bank, N.A., as Collateral Agent, Custodial Agent and Securities Intermediary. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with Section 5.02(b)(v) of the Agreement, we hereby notify you that as of 5:00 p.m. (New York City time) on the Business Day immediately preceding February 17, 2009 (the "Purchase Contract Settlement Date"), (i) we have received from $ in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $ of Senior Notes underlying related Pledged Applicable Ownership Interests in Senior Notes are to be released from the Pledge and Transferred to you. JPMorgan Chase Bank, N.A., as Securities Intermediary Dated: By: Name: Title: Authorized Signatory EXHIBIT P NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Cash Settlement) JPMorgan Chase Bank, N.A., as Collateral Agent Attention: Worldwide Securities Services Fax: (000) 000-0000 Re: Corporate Units of Entergy Corporation, a Delaware corporation (the "Company") Please refer to the Purchase Contract and Pledge Agreement, dated as of December 20, 2005 (the "Agreement"), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with Section 5.02(b) of the Agreement that the Holder of Corporate Units named below (the "Holder") has elected to pay to the Securities Intermediary for deposit in the Collateral Account, prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the first day of the Final Remarketing Period (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary), $ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Purchase Contracts on the Purchase Contract Settlement Date and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder in accordance with Section 5.02(b)(ii) of the Agreement, (A) instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments consistent with the instructions of the Company as provided for in Section 5.02(b)(v) of the Agreement, (B) release from the Pledge the Senior Notes underlying the Applicable Ownership Interest in Senior Notes related to the Corporate Units as to which such Holder has effected a Cash Settlement; and (C) instruct the Securities Intermediary to Transfer all such Senior Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Date: The Bank of New York, as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units By: Name: Title: Authorized Signatory Please print name and address of Holder electing a Cash Settlement: Name: Social Security or other Taxpayer Identification Number, if any Address

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Entergy Mississippi Inc)

DELIVERY INSTRUCTIONS. Proceeds of the remarketing should be paid by check in the name of the person(s) set forth below and mailed to the address set forth below. In the event of a Failed Final Remarketing, Senior Notes that Debentures which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) Name(s) (Please Print) (Please Print) Address Address (Please Print) (Please Print) (Zip Code) (Tax Identification or Zip Code) (Social Security or other (Social Security or other Taxpayer Identification Number, if any) Taxpayer Identification Number, if any) In the event of a Failed Remarketing, Debentures which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. DTC Account Number Name of Account Party: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent 000 Xxxx Xxxxxx__________ __________ __________ __________ __________, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 __________ __________ Attention: Corporate Trust Administration __________ Re: Senior Notes due 2010 Securities of PNM ResourcesNextEra Energy Capital Holdings, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c4.6(c) of the Pledge Agreement, dated as of October 7, 2005 ________________ (the “Pledge Agreement”), among the Company and youbetween NextEra Energy, Inc., yourselves, as Collateral Agent, Custodial Agent and Securities Intermediary, Intermediary and U.S. The Bank National Associationof New York Mellon, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes Debentures delivered to the Collateral Custodial Agent on __________, 2010 __ for remarketing pursuant to Section 5.07(c4.6(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Debentures to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth or incorporated by reference in the Pledge Agreement. DatedDate: By: Name: Title: Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address: Name Social Security or other Taxpayer Identification Number, if any Address

Appears in 1 contract

Samples: Pledge Agreement (Florida Power & Light Co)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketingfailed remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a failed remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. ___________________________ DTC Account Number Name of Account Party:______________________________________________ EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. U. S. Bank Trust National Association as Custodial Agent 000 Xxxx Xxxxxx, Xxxxxx Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Services Re: Senior Notes due 2010 of PNM Resources, Inc. Sempra Energy (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7April 30, 2005 2002 (the "Pledge Agreement"), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Income Equity Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on __________, 2010 200_ for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: Date:__________________ ___________________________________ By: :________________________________ Name: Title: Signature Guarantee: :_______________ _____________________________________ ___________________________________ Name Social Security or other Taxpayer Identification Number, if any _____________________________________ Address

Appears in 1 contract

Samples: Pledge Agreement (Sempra Energy)

DELIVERY INSTRUCTIONS. In the event of a Failed Final withdrawal of Separate Notes from a Remarketing, Senior Separate Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a withdrawal of Separate Notes from a Remarketing, Separate Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below. DTC Account Number: Name of Account Party: EXHIBIT G INSTRUCTION M NOTICE TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM SETTLE WITH CASH AFTER FAILED FINAL REMARKETING U.S. Deutsche Bank National Association Trust Company Americas, as Custodial Purchase Contract Agent 000 00 Xxxx Xxxxxx, 00xx Xxxxx 0000 Xxx Xxxx, Xxx Xxxx XX 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Corporates Team – Dominion Resources Re: Senior Notes due 2010 Series A Corporate Units of PNM Dominion Resources, Inc. Inc., a Virginia corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.07(c5.02(b)(ix) of the Series A Purchase Contract and Pledge Agreement, dated as of October 7July 1, 2005 2014 (the “Purchase Contract and Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Deutsche Bank National AssociationTrust Company Americas, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary, that such Holder has elected to pay to or upon the undersigned elects to withdraw order of the $__________ aggregate principal amount of Separate Senior Notes delivered to Securities Intermediary for deposit in the Collateral Agent Account, on __________or prior to 4:00p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashiers check or wire transfer, 2010 in immediately available funds), $[ ] as the Purchase Price for remarketing pursuant the shares of Common Stock issuable to Section 5.07(c) of such Holder by the Pledge AgreementCompany with respect to [ ] Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to return notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Senior Notes Holder’s Corporate Units with separate cash. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) Deutsche Bank Trust Company Americas, as Collateral Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – Dominion Resources Re: Series A Corporate Units of Dominion Resources, Inc., a Virginia corporation (the “Company”) Please refer to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms Series A Purchase Contract and conditions of Section 5.07(c) of the Pledge Agreement, dated as of July 1, 2014 (the “Agreement”), among the Company and Deutsche Bank Trust Company Americas, as Purchase Contract Agent and attorney-in-fact for the holders of Corporate Units and Treasury Units from time to time, as Collateral Agent, as Custodial Agent and as Securities Intermediary. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. We hereby notify you in accordance with the last paragraph of Section 5.02(b)(ix) of the Agreement that the holder of Corporate Units named below (the “Holder”) has elected to settle the [ ] Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with [ ] of separate cash prior to 4:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Settlement Date (in Cash by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect. We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(b)(ix) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and, thereafter, you are instructed to, or instructed to cause the Securities Intermediary to, (A) deposit the separate cash received in the Collateral Account and, if applicable, invest such separate cash in Permitted Investments consistent with the instructions of the Company as provided in Section 5.03(a)(v) of the Agreement with respect to Cash Settlement (as specified by Section 5.02(b)(ix)), (B) promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement. Dated: By: Deutsche Bank Trust Company Americas, as Purchase Contract Agent and attorney-in-fact of the Holders from time to time of the Units Name: Name: Title: Signature GuaranteeTitle: Name Authorized Signatory Authorized Signatory Please print name and address of Holder electing to settle with separate cash: Name: Social Security or other Taxpayer Identification Number, if any Address: EXHIBIT O NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT AND COLLATERAL AGENT (Settlement with Separate Cash) Deutsche Bank Trust Company Americas, as Purchase Contract Agent and Collateral Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – Dominion Resources Re: Series A Corporate Units of Dominion Resources, Inc. (the “Company”) Please refer to the Series A Purchase Contract and Pledge Agreement, dated as of July 1, 2014 (the “Agreement”), among you and the Company. Unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein. In accordance with the last paragraph of Section 5.02(b)(ix) of the Agreement, we hereby notify you that as of 4:00 p.m. (New York City time) on the Business Day immediately preceding the Purchase Contract Settlement Date, (i) we have received from [ ] $[ ] in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to [ ] Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $[ ] of Notes underlying related Pledged Applicable Ownership Interests in Notes are to be released from the Pledge and Transferred to you. Deutsche Bank Trust Company Americas, as Securities Intermediary Dated: By: EXHIBIT P FORM OF REMARKETING AGREEMENT [—] [—] Ladies and Gentlemen: This Agreement is dated as of [—], 20[—] (the “Agreement”) by and among Dominion Resources, Inc., a Virginia corporation (the “Company”), [—]1, a [—], as the reset agent and the remarketing agent[s] (the “Remarketing Agent”), and Deutsche Bank Trust Company Americas, a New York banking corporation, solely as attorney-in-fact of the Holders of Purchase Contracts (the “Purchase Contract Agent”), relating to the appointment of [—] to serve as Remarketing Agent with respect to the Remarketing of the Notes. The Company has also entered into: (a) a Series A Purchase Contract and Pledge Agreement, dated as of July 1, 2014 (the “Purchase Contract and Pledge Agreement”), among the Company, Deutsche Bank Trust Company Americas, as Purchase Contract Agent and attorney-in-fact of the Holders of the Purchase Contracts, and Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent and Securities Intermediary, and (b) an Underwriting Agreement, dated June 25, 2014 (the “Underwriting Agreement”), among the Company and the Representatives (as defined in the Underwriting Agreement), as representatives of the underwriters named in Schedule I of the Underwriting Agreement, each related to the Company’s 2014 Series A Corporate Units (the “Corporate Units”). On July 1, 2014, the Company issued an aggregate of 20,000,000 Corporate Units, each of which consist of a Purchase Contract and a 5% undivided beneficial ownership interest in the Company’s 2014 Series A 1.50% remarketable subordinated notes due 2020 (the “Notes”) issued under the Company’s Junior Subordinated Indenture II, dated as of June 1, 2006 (the “Base Indenture”), between the Company and The Bank of New York Mellon (successor trustee to JPMorgan Chase Bank, N.A.), as Trustee (the “Indenture Trustee”), as supplemented and amended by the Third Supplemental and Amending Indenture, dated as of June 1, 2009 (the “Third Supplemental Indenture”), among the Company, the Indenture Trustee and Deutsche Bank Trust Company Americas (the “Series Trustee”), and the Sixth Supplemental Indenture, dated as of June 1, 2014, among the Company, the Indenture Trustee and the Series Trustee (the “Sixth Supplemental Indenture” and, together with the Third Supplemental Indenture and the Base Indenture, the “Indenture”). The Notes that form part of the Corporate Units are pledged pursuant to the Purchase Contract and Pledge Agreement to secure a Corporate Units Holder’s Obligations under the related Purchase Contracts on the Purchase Contract Settlement Date. 1 Insert one or more Remarketing Agents to be designated by the Company. The terms and conditions under which the Remarketing will occur are as provided for in the Indenture and the Purchase Contract and Pledge Agreement and as provided for herein.

Appears in 1 contract

Samples: Series a Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)

DELIVERY INSTRUCTIONS. In the event of a the Last Failed Final Remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): (Please Print) Address Address: (Please Print) (Zip Code) : Country: Telecopy (Tax include country code if outside U.S.): Telephone (include country code if outside U.S.): (Special Identification or Social Security Number) ): In the event of [a/the Last] Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. The Bank National Association as Custodial Agent 000 of New York 101 Xxxxxxx Street, 0xx Xxxxx Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM Resources, Inc. (the “Company”) NOTES OF LAZARD GROUP FINANCE LLC The undersigned hereby notifies you in accordance with Section 5.07(c4.05(d) of the Pledge Agreement, Agreement dated as of October 7May 10, 2005 (the “Pledge Agreement”), among the Company and youLazard Ltd, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities IntermediaryAgent, and U.S. The Bank National Associationof New York, as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $__________ $ aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on __________, 2010 2008 for remarketing pursuant to Section 5.07(c4.05(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By: Name: TitleSignature: Signature Guarantee: Name Name: (Please Print) Address: (Please Print) Zip Code: Country: Telecopy (include country code if outside U.S.): Telephone (include country code if outside U.S.): (Tax Identification or Social Security or other Taxpayer Identification Number, if any Address):

Appears in 1 contract

Samples: Pledge Agreement (Lazard LTD)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketingfailed remarketing, Senior Notes that which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. --------------------------- Name(s) (Please Print) --------------------------- --------------------------- --------------------------- Address (Please Print) (Zip Code) --------------------------- (Tax Identification or Social Security Number) In the event of a failed remarketing, Notes which are in book-entry form should be credited to the account at The Depositary Trust Company set forth below. ----------------------- DTC Account Number Name of Account Party: ----------------------- EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank One, National Association as Custodial Agent 000 Xxxx XxxxxxXxxxx Xxxxxx Mail Code, Xxxxx 0000 Xxx XxxxOHI-0181 Xxxxxxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Global corporate Trust Administration Services Division Re: Senior Notes due 2010 of PNM Resources, Inc. Sprint Corporation (the "Company") The undersigned hereby notifies you in accordance with Section 5.07(c4.6(c) of the Pledge Agreement, dated as of October 7[ ], 2005 2001 (the "Pledge Agreement”), ") among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. Bank National Association[ ], as Purchase Contract Agent and as attorney-in-fact for the holders Holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $__________ [ ] aggregate principal amount of Separate Senior Notes delivered to the Collateral Custodial Agent on __________[ ], 2010 2001 for remarketing pursuant to Section 5.07(c4.6(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: ------ BANK ONE, NATIONAL ASSOCIATION By: --------------------- Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address:

Appears in 1 contract

Samples: Pledge Agreement (Sprint Corp)

DELIVERY INSTRUCTIONS. In the event of a Failed Final Remarketing, Senior Notes that Capital Securities which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) ): ________________________________ (Please Print) Address Address: ________________________________ (Please Print) (Zip Code) (Tax Identification or Social Security Number) ): In the event of a Failed Remarketing, Capital Securities which are in book-entry form should be credited to the account at The Depository Trust Company set forth below. Name of Account Party: DTC Account Number: EXHIBIT G D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. (Withdrawal of Separate Capital Securities from Remarketing) JPMorgan Chase Bank National Association as Custodial Agent 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Institutional Trust Administration Services Re: Senior Notes due 2010 Capital Securities of PNM ResourcesPrudential Financial, Inc. (the "Company") and Prudential Financial Capital Trust I ---------------------------------------------------------------- The undersigned hereby notifies you in accordance with Section 5.07(c4.5(d) of the Pledge Agreement, dated as of October 7___, 2005 2001 (the "Pledge Agreement"), among the Company and youCompany, yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent and Securities Intermediary, and U.S. Bank National AssociationJPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-in- fact for the holders Holders of Corporate Normal Units and Stripped Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal stated liquidation amount of Separate Senior Notes Capital Securities delivered to the Collateral Custodial Agent on ___________, 2010 2004 for remarketing pursuant to Section 5.07(c4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes Capital Securities to the undersigned in accordance with the undersigned’s 's instructions. With this notice, the undersigned Undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DatedDate: By__________________ Signature:__________________________ Signature Guarantee: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any any: Address:

Appears in 1 contract

Samples: Pledge Agreement (Prudential Financial Inc)

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