Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes 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~~): Address: (Tax Identification or Social Security Number~~) Address 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:~~ Number Name of Account Party: ~~Deutsche~~ U.S. Bank ~~Trust Company Americas~~National Association, as ~~Collateral~~ Custodial Agent 00 000 Xxxx ~~Xxxxxx, 00xx Xxxxx~~ Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: ~~Corporates Team – Dominion Resources~~ Xxxxxxx X. Xxxxxxx, Vice President Re: ~~2016 Series A-1 2.0% Remarketable Subordinated~~ Notes Due ~~2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ 2042 of ~~Dominion Resources~~Xxxxxxx Controls, Inc. (the “Company”). The undersigned hereby notifies you in accordance with Section ~~5.02(d~~5.03(d) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~March 16, ~~2016~~ 2009 (the “Agreement”), among the Company and ~~Deutsche~~ you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank ~~Trust Company Americas~~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 ~~Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Notes delivered to you for Remarketing pursuant to Section ~~5.02(d)~~ 5.03 of the Agreement. The undersigned hereby instructs you to return such Separate Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~5.03(d) 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:: 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: 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 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: [ ] 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)

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Exelon Corp)

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Notes from a Remarketing, Separate Notes 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): Address: (Tax Identification or Social Security Number) In the event of a ~~Failed~~ 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: Deutsche Bank Trust Company Americas, as Purchase Contract 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”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02(b)(ix) of the Series A Purchase Contract and Pledge Agreement, dated as of August 15, 2016 (the “Purchase Contract and Pledge 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, 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 4:00p.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, 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: Deutsche Bank Trust Company Americas, as Collateral Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – Dominion Resources Re: ~~2016~~ Series ~~A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ A Corporate Units of Dominion Resources, ~~Inc.~~ Inc., a Virginia corporation (the “Company”~~). The undersigned hereby notifies you in accordance with Section 5.02(d~~) of Please refer to the Series A Purchase Contract and 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, that the undersigned elects to withdraw the $[ ] aggregate principal amount of Separate Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of the Agreement. The undersigned hereby instructs you to return such Separate Notes to the person(s) and the 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 5.02(d) of the Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. ~~Date~~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 Guarantee:~~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: 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: [●] [●] 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: Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes 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: ~~Deutsche~~ DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Bank ~~Trust Company Americas,~~ of New York as Collateral Agent ~~00 Xxxx Xxxxxx~~000 Xxxxxxx Xxxxxx New York, ~~00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – Dominion Resources~~ NY 10286 Re: ~~2016 Series A-1 2.0% Remarketable Subordinated~~ Notes ~~Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ of ~~Dominion Resources, Inc.~~ Northrop Grumman Corporation (the “"Company~~”).~~ ") The undersigned hereby notifies you in accordance with Section ~~5.02(d~~4.5(d) of the ~~Series A Purchase Contract and~~ Pledge Agreement, dated as of ~~August 15~~November 21, ~~2016~~ 2001 (the “"Pledge Agreement”"), among the ~~Company~~ Company, yourselves, as Collateral Agent, Securities Intermediary and ~~Deutsche Bank Trust Company Americas~~Custodial Agent and JPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the ~~holders~~ Holders of ~~Corporate~~ Normal Units and ~~Treasury~~ Stripped 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 Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Notes delivered to ~~you~~ the Custodial Agent on ___________, 2004 for ~~Remarketing~~ remarketing pursuant to Section ~~5.02(d~~4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such ~~Separate~~ Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned's instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: By_______________ Signature:__________________________ Signature Guarantee: Name: ~~Title~~Social Security or other Taxpayer Identification Number, if any: ~~Signature Guarantee~~Address: A. DELIVERY INSTRUCTIONS

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Senior Notes 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~~): Address:~~ ) Address (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 to the person(s) set forth below. DTC Account Number: Name of Account Party: ~~Deutsche~~ U.S. Bank ~~Trust Company Americas~~National Association, as ~~Collateral~~ Custodial Agent 00 000 Xxxx ~~Xxxxxx, 00xx Xxxxx~~ Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: ~~Corporates Team – Dominion Resources~~ Xxxxxxx X. Xxxxxxx, Vice President Re: ~~2016 Series A-1 2.0~~8% ~~Remarketable Subordinated~~ Senior Notes Due ~~2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ 2014 of ~~Dominion Resources~~Autoliv, Inc. (the “Company”). The undersigned hereby notifies you in accordance with Section ~~5.02(d~~5.03(d) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~March 30, ~~2016~~ 2009 (the “Agreement”), among the Company and ~~Deutsche~~ you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank ~~Trust Company Americas~~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 ~~Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Senior Notes delivered to you for Remarketing pursuant to Section ~~5.02(d~~5.03(d) of the Agreement. The undersigned hereby instructs you to return such Separate Senior Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~5.03(d) 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:: 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

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Autoliv Inc)

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Notes from a Remarketing, Separate Notes 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):~~ Address: ~~(Tax Identification or Social Security Number)~~ In the event of a ~~Failed~~ 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: ~~Deutsche~~ U.S. Bank ~~Trust Company Americas~~National Association, as ~~Collateral~~ Purchase Contract Agent ~~00 Xxxx Xxxxxx~~000 Xxxxx XxXxxxx Street, ~~00xx Xxxxx Xxx Xxxx~~10th Floor, MK-IL-SLTR Xxxxxxx, XX 00000 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Services Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ Corporate Units of ~~Dominion Resources~~Black Hills Corporation, ~~Inc.~~ a South Dakota corporation (the “Company”). ) The undersigned Holder hereby irrevocably notifies you in accordance with Section ~~5.02(d~~5.02(b)(ix) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~November 23, ~~2016~~ 2015 (the “Purchase Contract and Pledge Agreement”), among the Company and ~~Deutsche~~ U.S. Bank ~~Trust Company Americas~~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 ~~undersigned elects~~ order of the Securities Intermediary for deposit in the Collateral Account, on or prior to ~~withdraw~~ 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), $[ ] ~~aggregate principal amount~~ as the Purchase Price for the shares of ~~Separate Series A-1 Notes and/or $~~Common Stock issuable to such Holder by the Company with respect to [ ] ~~aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of~~ Purchase Contracts on the ~~Agreement~~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 ~~Separate Notes~~ Holder’s Corporate Units with separate cash. Signature: Signature Guarantee: Please print name and address of Registered Holder: 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 ~~person(s)~~ Purchase Contract and Pledge Agreement, dated as of November 23, 2015 (the ~~address(es) indicated herein under~~ “~~A. Delivery Instructions.” With this notice~~Agreement”), among the ~~Undersigned hereby agrees~~ 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 ~~be bound by the terms~~ time, as Collateral Agent, as Custodial Agent and ~~conditions of Section 5.02(d) of the Agreement~~as Securities Intermediary. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. ~~Date:~~ 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. 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 Guarantee:~~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: 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 By: [ ], 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. (1) Insert one or more remarketing agents to be designated by the Company. All subsequent references to “Remarketing Agent” to be made plural in the case of multiple remarketing agents.

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes 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~~): Address: (Tax Identification or Social Security Number~~) Address 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: ~~Deutsche~~ The Bank ~~Trust Company Americas~~of New York Mellon, as ~~Collateral~~ Custodial Agent ~~00 Xxxx~~ 000 Xxxxxxx Xxxxxx, ~~00xx Xxxxx Xxx Xxxx~~Floor 4E New York, ~~XX 00000~~ New York 10286 Attention: ~~Corporates Team – Dominion Resources~~ Global Structured Finance Re: ~~2016 Series A-1 2.0% Remarketable Subordinated~~ Notes Due ~~2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ 2019 of ~~Dominion Resources,~~ PPL Capital Funding Inc. ~~(the “Company”).~~ The undersigned hereby notifies you in accordance with Section ~~5.02(d~~5.02(e) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August~~ April 15, ~~2016~~ 2011 (the “Agreement”), among PPL Corporation (the ~~Company~~ “Company”) and ~~Deutsche~~ you, as Collateral Agent, Custodial Agent and Securities Intermediary, and The Bank ~~Trust Company Americas~~of New York Mellon, 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 ~~Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Notes delivered to you for Remarketing pursuant to Section ~~5.02(d~~5.02(e) of the Agreement. The undersigned hereby instructs you to return such Separate Notes to the person(s) and the 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 ~~5.02(d~~5.02(e) 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: A. DELIVERY INSTRUCTIONS In the event of a withdrawal of Separate Notes from a Remarketing, Separate Notes 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) Address 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: The Bank of New York Mellon, as Purchase Contract Agent 000 Xxxxxxx Xxxxxx, Floor 4E New York, New York 10286 Attention: Global Structured Finance Re: Corporate Units of PPL Corporation, a Pennsylvania 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 15, 2011 (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: 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 4E New York, New York 10286 Attention: Global Structured Finance Re: Corporate Units of PPL Corporation, a Pennsylvania corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of April 15, 2011 (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)(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 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)(viii) 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, 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: NOTICE OF SETTLEMENT WITH 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 4E New York, New York 10286 Attention: Global Structured Finance Re: Corporate Units of PPL Corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement dated as of April 15, 2011 (the “Agreement”), by and among you, the Company, and The Bank of New York Mellon, 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)(viii) 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 1, 2014 (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, as Securities Intermediary Dated: By: [•] The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, Floor 4E New York, New York 10286 Attention: Global Structured Finance Ladies and Gentlemen: This Agreement is dated as of [•] (the “Agreement”) by and among PPL Corporation, a Pennsylvania corporation (the “Company”), PPL Capital Funding, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“PPL Capital Funding” and together with the Company, the "Issuers”), and [•]1, as the reset agent and the remarketing agent[s] (the “Remarketing Agent”), and The Bank of New York Mellon, 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), 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 April 15, 2011 (the “Purchase Contract and Pledge Agreement”), among the Company, The Bank of New York Mellon, as Collateral Agent, Custodial Agent and Securities Intermediary, Purchase Contract Agent and attorney-in-fact of the Holders of the Purchase Contracts, and (ii) an Underwriting Agreement, dated April 11, 2011 (the “Underwriting Agreement”), among the Company, PPL Capital Funding and Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as Representatives of the several Underwriters named therein. The Company issued an aggregate of 19,550,000 Equity Units, each of which initially consist of a Purchase Contract and a 5% undivided beneficial ownership interest in PPL Capital Funding’s 4.32% Junior Subordinated Notes due 2019 (the “Notes”) issued under the Subordinated Indenture dated as of March 1, 2007 (the “Base Indenture”) among the Company, PPL Capital Funding and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (the “Trustee”), as amended and supplemented by the Supplemental Indenture No. 3 dated as of April 15, 2011 (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 obligation 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 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 (PPL Corp)

Appears in 1 contract

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

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Debentures from a Remarketing, ~~Notes~~ Separate 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): Address: (Tax Identification or Social Security Number) In the event of a ~~Failed~~ withdrawal of Separate Debentures from a Remarketing, ~~Notes~~ Separate 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: ~~Deutsche~~ The Bank of New York Mellon Trust ~~Company Americas~~Company, ~~as Collateral Agent 00 Xxxx~~ N.A., 0 Xxxxx XxXxxxx Xxxxxx, ~~00xx~~ 0xx Xxxxx ~~Xxx Xxxx~~Xxxxxxx, XX Xxxxxxxx 00000 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Administration Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ Corporate Units of ~~Dominion Resources~~American Electric Power Company, ~~Inc.~~ Inc., a New York corporation (the “Company”). ) The undersigned Holder hereby irrevocably notifies you in accordance with Section ~~5.02(d~~5.02(b)(ix) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of August 1514, ~~2016~~ 2020 (the “Purchase Contract and Pledge Agreement”), among the Company and ~~Deutsche~~ The Bank of New York Mellon Trust ~~Company Americas~~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, that such Holder has elected to pay to or upon the ~~undersigned elects~~ order of the Securities Intermediary for deposit in the Collateral Account, on or prior to ~~withdraw~~ 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), $[ ] ~~aggregate principal amount~~ as the Purchase Price for the shares of ~~Separate Series A-1 Notes and/or $~~Common Stock issuable to such Holder by the Company with respect to [ ] ~~aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of~~ Purchase Contracts on the ~~Agreement~~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 ~~Separate Notes~~ Holder’s Corporate Units with separate cash. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Re: Corporate Units of American Electric Power Company, Inc., a New York corporation (the “Company”) Please refer to the ~~person(s)~~ Purchase Contract and Pledge Agreement, dated as of August 14, 2020 (the ~~address(es) indicated herein under~~ “~~A. Delivery Instructions.” With this notice~~Agreement”), among the ~~Undersigned hereby agrees~~ 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 ~~be bound by the terms~~ time, as Collateral Agent, as Custodial Agent and ~~conditions of Section 5.02(d) of the Agreement~~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 Debentures 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 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. 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: Please print name and address of Holder electing a Cash Settlement Name Address Social Security or other Taxpayer Identification Number, if any The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Re: Corporate Units of American Electric Power Company, Inc. (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of August 14, 2020 (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 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 Mellon Trust Company, N.A., as Securities Intermediary Dated: By: Name: Title: ~~Signature Guarantee:~~[ • ] [ • ] Ladies and Gentlemen: This Agreement is dated as of [ • ], 20[ • ] (the “Agreement”) by and among American Electric Power Company, Inc., a New York 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 Debentures. The Company has also entered into: (a) a Purchase Contract and Pledge Agreement, dated as of August 14, 2020 (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 August 11, 2020 (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 2020 Corporate Units (the “Corporate Units”). On August 11, 2020, the Company issued an aggregate of 17,000,000 Corporate Units, each of which consist of a Purchase Contract and a 1/20 undivided beneficial ownership interest in a $1,000 principal amount 1.30% junior subordinated debenture due 2025 (the “Debentures”) issued under the Company’s Subordinated Indenture, dated as of March 1, 2008 (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 Supplemental Indenture No. 2, dated as of August 14, 2020 (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 Debentures 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.

Appears in 1 contract

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

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Southern Co)

DELIVERY INSTRUCTIONS. In the event of a ~~Failed Remarketing~~failed final remarketing, Senior Notes 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~~): Address:~~ ) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a ~~Failed Remarketing~~failed final remarketing, Senior 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:~~ Number Name of Account Party~~: Deutsche~~ :_________________________________ EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING JPMorgan Chase Bank ~~Trust Company Americas~~The Custodial Agent 4 New York Plaza, ~~as Collateral Agent 00 Xxxx Xxxxxx~~15th Floor, ~~00xx Xxxxx Xxx Xxxx~~New York, ~~XX 00000~~ New York 10004 Attention: ~~Corporates Team – Dominion Resources~~ Institutional Trust Services Re: ~~2016 Series A-1 2.0% Remarketable Subordinated~~ Senior Notes ~~Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ due 2008 of ~~Dominion Resources~~The Hartford Financial Services Group, Inc. (the ~~“Company”).~~ "COMPANY") The undersigned hereby notifies you in accordance with Section ~~5.02(d~~5.07(c) of the ~~Series A Purchase Contract and~~ Pledge Agreement, dated as of ~~August 15~~May __, ~~2016~~ 2003 (the “"Pledge Agreement”"), among the Company and ~~Deutsche Bank Trust Company Americas~~you, as Collateral Agent, Custodial Agent and Securities Intermediary, and JPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the holders of ~~Corporate Units and Treasury~~ Normal 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 ~~Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Senior Notes delivered to ~~you~~ the Collateral Agent on _________, 200_ for ~~Remarketing~~ remarketing pursuant to Section ~~5.02(d~~5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such ~~Separate~~ Senior Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned's instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement~~. Date: By: Name: Title: Signature Guarantee:~~.

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Debentures from a Remarketing, ~~Notes~~ Separate 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~~ withdrawal of Separate Debentures from a Remarketing, ~~Notes~~ Separate 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: ~~Deutsche~~ EXHIBIT M NOTICE TO SETTLE WITH CASH AFTER FAILED FINAL REMARKETING The Bank of New York Mellon Trust ~~Company Americas~~Company, ~~as Collateral Agent 00 Xxxx~~ N.A., 0 Xxxxx XxXxxxx Xxxxxx, ~~00xx~~ 0xx Xxxxx ~~Xxx Xxxx~~Xxxxxxx, XX Xxxxxxxx 00000 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Administration Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ Corporate Units of ~~Dominion Resources~~American Electric Power Company, ~~Inc.~~ Inc., a New York corporation (the “Company”). ) The undersigned Holder hereby irrevocably notifies you in accordance with Section ~~5.02(d~~5.02(b)(ix) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~March 19, ~~2016~~ 2019 (the “Purchase Contract and Pledge Agreement”), among the Company and ~~Deutsche~~ The Bank of New York Mellon Trust ~~Company Americas~~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, that such Holder has elected to pay to or upon the ~~undersigned elects~~ order of the Securities Intermediary for deposit in the Collateral Account, on or prior to ~~withdraw~~ 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), $[ ] ~~aggregate principal amount~~ as the Purchase Price for the shares of ~~Separate Series A-1 Notes and/or $~~Common Stock issuable to such Holder by the Company with respect to [ ] ~~aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of~~ Purchase Contracts on the ~~Agreement~~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 Holder’s Corporate Units with separate cash. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: M-1 EXHIBIT N NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate ~~Notes~~ Cash) The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Re: Corporate Units of American Electric Power Company, Inc., a New York corporation (the “Company”) Please refer to the ~~person(s)~~ Purchase Contract and Pledge Agreement, dated as of March 19, 2019 (the ~~address(es) indicated herein under~~ “~~A. Delivery Instructions.” With this notice~~Agreement”), among the ~~Undersigned hereby agrees~~ 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 ~~be bound by the terms~~ time, as Collateral Agent, as Custodial Agent and ~~conditions of Section 5.02(d) of the Agreement~~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 Debentures 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 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. 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: Please print name and address of Holder electing a Cash Settlement Name Address Social Security or other Taxpayer Identification Number, if any N-2 EXHIBIT 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, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Re: Corporate Units of American Electric Power Company, Inc. (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of March 19, 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 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 Mellon Trust Company, N.A., as Securities Intermediary Dated: By: Name: Title: ~~Signature Guarantee:~~O-1 EXHIBIT P FORM OF REMARKETING AGREEMENT [ • ] [ • ] Ladies and Gentlemen: This Agreement is dated as of [ • ], 20[ • ] (the “Agreement”) by and among American Electric Power Company, Inc., a New York 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 Debentures. The Company has also entered into: (a) a Purchase Contract and Pledge Agreement, dated as of March 19, 2019 (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 March 14, 2019 (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 2019 Corporate Units (the “Corporate Units”). On March 14, 2019, the Company issued an aggregate of 16,100,000 Corporate Units, each of which consist of a Purchase Contract and a 1/20 undivided beneficial ownership interest in a $1,000 principal amount 3.40% junior subordinated debenture due 2024 (the “Debentures”) issued under the Company’s Subordinated Indenture, dated as of March 1, 2008 (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 Supplemental Indenture No. 1, dated as of March 1, 2019 (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 Debentures 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.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Notes from a Remarketing, Separate Notes which are in physical form should be delivered to the person(s) set forth below and ~~mailed~~ delivered to the address set forth below. ~~Name(s):~~ Address: ~~(Tax Identification or Social Security Number)~~ In the event of a ~~Failed~~ 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: ~~Deutsche~~ The Bank of New York Mellon Trust ~~Company Americas~~Company, N.A., as ~~Collateral~~ Purchase Contract Agent ~~00 Xxxx Xxxxxx, 00xx Xxxxx Xxx~~ 0000 Xxxxxxxxx Xxxx, XX Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Administration Algonquin Power & Utilities Corp. Xxxxxxxx.Xxxxxxx@xxxxxxxxxxxxxx.xxx Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ Corporate Units of ~~Dominion Resources~~Algonquin Power & Utilities Corp., ~~Inc.~~ a Canadian corporation (the “~~Company~~Corporation”). ) The undersigned Holder hereby irrevocably notifies you in accordance with Section ~~5.02(d~~5.02(b)(ix) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~June 23, ~~2016~~ 2021 (the “Purchase Contract and Pledge Agreement”), among the ~~Company~~ Corporation and ~~Deutsche~~ The Bank of New York Mellon Trust ~~Company Americas~~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, that such Holder has elected to pay to or upon the ~~undersigned elects~~ order of the Securities Intermediary for deposit in the Collateral Account, on or prior to ~~withdraw~~ 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), $[ ] ~~aggregate principal amount of Separate Series A-1 Notes and/or $~~as the Purchase Price for the Common Shares issuable to such Holder by the Corporation with respect to [ ] ~~aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of~~ Purchase Contracts on the ~~Agreement~~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 ~~Separate Notes~~ Holder’s Corporate Units with separate cash. Date: Signature: Medallion Signature Guarantee: Please print name and address of Holder: Name of DTC Participant: Social Security or other Taxpayer Identification Number, if any: DTC Participant code: Phone: Email: The Bank of New York Mellon Trust Company, N.A., as Collateral Agent 0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Corporate Trust Administration Algonquin Power & Utilities Corp. Xxxxxxxx.Xxxxxxx@xxxxxxxxxxxxxx.xxx Re: Corporate Units of Algonquin Power & Utilities Corp., a Canadian corporation (the “Corporation”) Please refer to the ~~person(s)~~ Purchase Contract and Pledge Agreement, dated as of June 23, 2021 (the ~~address(es) indicated herein under~~ “~~A. Delivery Instructions.” With this notice~~Agreement”), among the ~~Undersigned hereby agrees~~ Corporation 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 ~~be bound by the terms~~ time, as Collateral Agent, as Custodial Agent and ~~conditions of Section 5.02(d) of the Agreement~~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 Corporation 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 accordance with the terms provided for in the Agreement, in each case free and clear of the Pledge created by the Agreement. 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 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: The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent and Collateral Agent 0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Corporate Trust Administration Algonquin Power & Utilities Corp. Xxxxxxxx.Xxxxxxx@xxxxxxxxxxxxxx.xxx Re: Corporate Units of Algonquin Power & Utilities Corp. (the “Corporation”) Please refer to the Purchase Contract and Pledge Agreement, dated as of June 23, 2021 (the “Agreement”), among you and the Corporation. 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 Corporation 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~~FORM OF REMARKETING AGREEMENT1 The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent 0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: ~~Title~~Corporate Trust Administration Ladies and Gentlemen: ~~Signature Guarantee:~~This Agreement is dated as of [_______], 20[__] (this “Agreement”) by and among Algonquin Power & Utilities Corp., a Canadian corporation (the “Corporation”), [_______]2, as the reset agent[s] and the remarketing agent[s] (the “Remarketing Agent[s]”) [and as representative[s] of the Remarketing Agent[s] (the “Representative[s]”)], and The Bank of New York Mellon Trust Company, N.A., 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[s] with respect to the Remarketing of the Notes. The Corporation has also entered into: (a) a Purchase Contract and Pledge Agreement, dated as of June 23, 2021 (the “Purchase Contract and Pledge Agreement”), between the Corporation and The Bank of New York Mellon Trust Company, N.A., 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 as of June 17, 2021 (the “Underwriting Agreement”), by and among the Corporation and the several underwriters named in Schedule A thereto for whom X.X. Xxxxxx Securities LLC, Xxxxx Fargo Securities, LLC, BMO Capital Markets Corp. and Xxxxxx Xxxxxxx & Co. LLC acted as representatives, each related to the Corporation’s Corporate Units. On June 23, 2021, the Corporation issued an aggregate of 20,000,000 Corporate Units, each of which consists of (a) a stock purchase contract (a “Purchase Contract”) issued by the Corporation pursuant to which the holder of such Purchase Contract will purchase from the Corporation on June 15, 2024, subject to earlier termination or settlement, for an amount in cash equal to the stated amount per Equity Unit (as defined below) of $50 (the “Stated Amount”), a number of Common Shares, no par value, of the Corporation, as set forth in the Purchase Contract and Pledge Agreement, and (b) a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of the Corporation’s 1.18% Remarketable Senior Notes due 2026 (the “Notes”) issued under the Corporation’s Indenture, dated as of June 23, 2021 (the “Base Indenture”), among the Corporation and The Bank of New York Mellon Trust Company, N.A., as U.S. trustee (the “U.S. Indenture Trustee”) and BNY Trust Company of Canada, as Canadian trustee (together with the 1 This form of agreement contemplates that, in the event of a Public Remarketing (as defined herein), such Public Remarketing would not be qualified for public distribution by way of a prospectus in Canada; form of agreement to be updated as necessary with such changes as are required to facilitate any such public remarketing in Canada, as applicable. 2 Insert one or more remarketing agents to be designated by the Corporation. All subsequent references to “Remarketing Agent” to be made plural in the case of multiple remarketing agents. U.S. Indenture Trustee, the “Indenture Trustees”), as supplemented and amended by the First Supplemental Indenture, dated as of June 23, 2021, among the Corporation and the Indenture Trustees (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 (Algonquin Power & Utilities Corp.)

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Laclede Gas Co)

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes 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~~): Address: (Tax Identification or Social Security Number~~) Address 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: ~~Deutsche~~ The Bank ~~Trust Company Americas~~of New York Mellon, as ~~Collateral~~ Custodial Agent ~~00 Xxxx~~ 100 Xxxxxxx Xxxxxx, ~~00xx Xxxxx Xxx Xxxx~~Floor 4E New York, ~~XX 00000~~ New York 10286 Attention: ~~Corporates Team – Dominion Resources~~ Global Structured Finance Re: ~~2016 Series A-1 2.0% Remarketable Subordinated~~ Notes Due ~~2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ 2018 of ~~Dominion Resources,~~ PPL Capital Funding Inc. ~~(the “Company”).~~ The undersigned hereby notifies you in accordance with Section ~~5.02(d~~5.02(e) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~June 28, ~~2016~~ 2010 (the “Agreement”), among PPL Corporation (the ~~Company~~ “Company”) and ~~Deutsche~~ you, as Collateral Agent, Custodial Agent and Securities Intermediary, and The Bank ~~Trust Company Americas~~of New York Mellon, 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 ~~Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Notes delivered to you for Remarketing pursuant to Section ~~5.02(d~~5.02(e) of the Agreement. The undersigned hereby instructs you to return such Separate Notes to the person(s) and the 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 ~~5.02(d~~5.02(e) 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 Address A. DELIVERY INSTRUCTIONS In the event of a withdrawal of Separate Notes from a Remarketing, Separate Notes 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) Address 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: The Bank of New York Mellon, as Purchase Contract Agent 100 Xxxxxxx Xxxxxx, Floor 4E New York, New York 10286 Attention: Global Structured Finance Re: Corporate Units of PPL Corporation, a Pennsylvania 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 June 28, 2010 (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: The Bank of New York Mellon, as Collateral Agent 100 Xxxxxxx Xxxxxx, Floor 4E New York, New York 10286 Attention: Global Structured Finance Re: Corporate Units of PPL Corporation, a Pennsylvania corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of June 28, 2010 (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)(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 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)(viii) 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, 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: NOTICE OF SETTLEMENT WITH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT (Settlement with Separate Cash) The Bank of New York Mellon, as Purchase Contract Agent 100 Xxxxxxx Xxxxxx, Floor 4E New York, New York 10286 Attention: Global Structured Finance Re: Corporate Units of PPL Corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement dated as of June 28, 2010 (the “Agreement”), by and among you, the Company, and The Bank of New York Mellon, 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)(viii) of the Agreement, we hereby notify you that as of 5:00 p.m. (New York City time) on the Business Day immediately preceding July 1, 2013 (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, as Securities Intermediary Dated: By: [•] The Bank of New York Mellon 100 Xxxxxxx Xxxxxx, Floor 4E New York, New York 10286 Attention: Global Structured Finance Ladies and Gentlemen: This Agreement is dated as of [•] (the “Agreement”) by and among PPL Corporation, a Pennsylvania corporation (the “Company”), PPL Capital Funding, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“PPL Capital Funding” and together with the Company, the “Issuers”), and [•]1, as the reset agent and the remarketing agent[s] (the “Remarketing Agent”), and The Bank of New York Mellon, 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), 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 June 28, 2010 (the “Purchase Contract and Pledge Agreement”), among the Company, The Bank of New York Mellon, 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 June 22, 2010 (the “Underwriting Agreement”), among the Company, PPL Capital Funding and Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as Representatives of the several Underwriters named therein. The Company issued an aggregate of 23,000,000 Equity Units, each of which initially consist of a Purchase Contract and a 5% undivided beneficial ownership interest in PPL Capital Funding’s 4.625% Junior Subordinated Notes due 2018 (the “Notes”) issued under the Subordinated Indenture dated as of March 1, 2007 (the “Base Indenture”) among the Company, PPL Capital Funding and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (the “Trustee”), as amended and supplemented by the Supplemental Indenture No. 2 dated as of June 28, 2010 (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 obligation 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 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 (PPL Corp)

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (United Technologies Corp /De/)

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Notes from a Remarketing, Separate Notes 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): Address: (Tax Identification or Social Security Number) In the event of a ~~Failed~~ 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: ~~Deutsche~~ U.S. Bank ~~Trust Company Americas, as Collateral Agent 00 Xxxx~~ National Association Xxxxxxx Square 000 Xxxxxx Xxxxxx, 00xx Xxxxx ~~Xxx Xxxx~~Xxxxxxxx, XX Xxxxxxxxxxx 00000 Attention: ~~Corporates Team – Dominion Resources~~ Global Corporate Trust Re: ~~2016~~ 2019 Series ~~A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ A Corporate Units of ~~Dominion Resources~~The Southern Company, ~~Inc.~~ a Delaware corporation (the “Company”). ) The undersigned Holder hereby irrevocably notifies you in accordance with Section ~~5.02(d~~5.02(b)(ix) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of August 1516, ~~2016~~ 2019 (the “Purchase Contract and Pledge Agreement”), among the Company and ~~Deutsche~~ U.S. Bank ~~Trust Company Americas~~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 ~~undersigned elects~~ order of the Securities Intermediary for deposit in the Collateral Account, on or prior to ~~withdraw~~ 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), $[ ] ~~aggregate principal amount~~ as the Purchase Price for the shares of ~~Separate Series A-1 Notes and/or $~~Common Stock issuable to such Holder by the Company with respect to [ ] ~~aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of~~ Purchase Contracts on the ~~Agreement~~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 ~~Separate Notes~~ Holder’s Corporate Units with separate Cash. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: 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 ~~person(s)~~ Purchase Contract and Pledge Agreement, dated as of August 16, 2019 (the ~~address(es) indicated herein under~~ “~~A. Delivery Instructions.” With this notice~~Agreement”), among the ~~Undersigned hereby agrees~~ 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 ~~be bound by the terms~~ time, as Collateral Agent, as Custodial Agent and ~~conditions of Section 5.02(d) of the Agreement~~as Securities Intermediary. Capitalized terms used herein but not defined shall have the ~~meaning~~ 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 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: ~~Signature Guarantee:~~[ ● ] [ ● ] 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 (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 trustee (the “Trustee”), as heretofore supplemented and as further supplemented by a sixth supplemental indenture, dated as of August 16, 2019, to the 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 August 16, 2019, to the Base Indenture relating to the Series 2019B Notes (the “Seventh Supplemental Indenture” and, together with the Sixth Supplemental Indenture, the “Supplemental Indentures”), between the Company and the Trustee. The Supplemental Indentures and the Base Indenture are herein referred to collectively as the “Indenture.” _______________________ 1 Insert on or more Remarketing Agents to be designated by the Company. 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.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Southern Co)

DELIVERY INSTRUCTIONS. In the event of a [a/the Last] Failed Remarketing, Notes 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: 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 [a/the Last] 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: ~~Deutsche~~ DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING State Street Bank and Trust Company ~~Americas, as Collateral Agent 00~~ x/x Xxxxx Xxxxxx Xxxx ~~Xxxxxx, 00xx Xxxxx Xxx Xxxx~~and Trust Company of Connecticut Xxxxxxx Square 000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Administration Re: ~~2016 Series A-1 2.0% Remarketable Subordinated~~ Notes ~~Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ of ~~Dominion Resources~~Platinum Underwriters Finance, Inc. ~~(the “Company”).~~ The undersigned hereby notifies you in accordance with Section ~~5.02(d~~4.5(d) of the ~~Series A Purchase Contract and~~ Pledge Agreement, dated as of ~~August 15~~November 1, ~~2016~~ 2002 (the “"Pledge Agreement”"), among ~~the Company~~ Platinum Underwriters Holdings, Ltd., yourselves, as Collateral Agent, Securities Intermediary and ~~Deutsche Bank Trust Company Americas~~Custodial Agent, and JPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the ~~holders~~ Holders of ~~Corporate~~ Normal Units and ~~Treasury~~ Stripped 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 Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Notes delivered to ~~you~~ the Custodial Agent on ___________, 2005 for ~~Remarketing~~ remarketing pursuant to Section ~~5.02(d~~4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such ~~Separate~~ Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned's instructions. With this notice, the ~~Undersigned~~ undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ~~By: Name: Title:~~ _____________________ Signature:____________________________________ Signature Guarantee:: _________________________ 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):

Appears in 1 contract

Samples: Pledge Agreement (Platinum Underwriters Holdings LTD)

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Notes from a Remarketing, Separate Notes 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): Address: (Tax Identification or Social Security Number) In the event of a ~~Failed~~ 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: ~~Deutsche~~ The Bank of New York Mellon Trust ~~Company Americas~~Company, N.A., as ~~Collateral~~ Purchase Contract Agent ~~00 Xxxx Xxxxxx~~525 Xxxxxxx Penn Place, ~~00xx Xxxxx Xxx Xxxx~~38th floor, Xxxxxxxxxx, XX 00000 ~~Attention: Corporates Team – Dominion Resources~~ Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ Corporate Units of ~~Dominion Resources~~United Technologies Corporation, ~~Inc.~~ a Delaware corporation (the “Company”). ) The undersigned Holder hereby irrevocably notifies you in accordance with the last paragraph of Section ~~5.02(d~~5.02(b)(ix) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~June 18, ~~2016~~ 2012 (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, and Wilmington Trust, National Association, as Collateral Agent, Custodial Agent and 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 lawful money of the United States 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: Wilmington Trust, National Association, as Collateral Agent 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 Attention: United Technologies Corporation Administrator Re: Corporate Units of United Technologies Corporation, a Delaware corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of June 18, 2012 (the “Agreement”), among the ~~Company~~ Company, you, as Collateral Agent, as Securities Intermediary and ~~Deutsche Bank Trust Company Americas~~as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the ~~holders~~ 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 Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of the Agreement. The undersigned hereby instructs you to return such Separate Notes to the person(s) and the 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 5.02(d) of the Agreement. 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 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)(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) 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 (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. 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 Guarantee:~~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: The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent 525 Xxxxxxx Penn Place, 38th floor, Xxxxxxxxxx, XX 00000 Re: Corporate Units of United Technologies Corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement dated as of June 18, 2012 (the “Agreement”), by and among you, the Company, and Wilmington 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 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. Wilmington Trust, National Association, as Securities Intermediary Dated: By: [—] [—] Ladies and Gentlemen: This Agreement is dated as of , 20 (the “Agreement”) by and among United Technologies Corporation, a Delaware corporation (the “Company”), [—]1, a [—], 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, solely in its capacity 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 June 18, 2012 (the “Purchase Contract and Pledge Agreement”), among the Company, The Bank of New York Mellon Trust Company, N.A., Purchase Contract Agent and attorney-in-fact of the Holders of the Purchase Contracts, and Wilmington Trust, National Association, as Collateral Agent, Custodial Agent and Securities Intermediary, and (b) an Underwriting Agreement, dated June 12, 2012, and a Pricing Agreement, dated June 12, 2012 (collectively, the “Underwriting Agreement”), in each case among the Company and the Representatives (as defined in the Underwriting Agreement, the “Representatives”), as representatives of the underwriters (the “Underwriters”) named in Schedule I of the Pricing Agreement. On June 18, 2012, the Company issued an aggregate of 22,000,000 Equity Units, each of which initially consist of a Purchase Contract and a 5% undivided beneficial ownership interest in the Company’s 1.55% Junior Subordinated Notes due 2022 (the “Notes”) issued under the Junior Subordinated Indenture, dated as of June 18, 2012 (the “Base Indenture”), among 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 thereto, dated as of June 18, 2012 (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 obligation under the related Purchase Contracts on the Purchase Contract Settlement Date. The terms and conditions under which the Remarketing will occur are 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 (United Technologies Corp /De/)

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Notes from a Remarketing, Separate Notes 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): Address: ~~(Tax Identification or Social Security Number)~~ In the event of a ~~Failed~~ 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: ~~Deutsche~~ U.S. Bank ~~Trust Company Americas~~National Association, as ~~Collateral~~ Purchase Contract Agent ~~00 Xxxx~~ Gxxxxxx Square, 200 Xxxxxx Xxxxxx, 00xx ~~Xxxxx Xxx Xxxx~~Xxxxx, Xxxxxxxx, XX 00000 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Services Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ Corporate Units of ~~Dominion Resources~~South Jersey Industries, ~~Inc.~~ Inc., a New Jersey corporation (the “Company”). ) The undersigned Holder hereby irrevocably notifies you in accordance with Section ~~5.02(d~~5.02(b)(ix) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~April 23, ~~2016~~ 2018 (the “Purchase Contract and Pledge Agreement”), among the Company and ~~Deutsche~~ U.S. Bank ~~Trust Company Americas~~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 ~~undersigned elects~~ order of the Securities Intermediary for deposit in the Collateral Account, on or prior to ~~withdraw~~ 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), $[ ] ~~aggregate principal amount~~ as the Purchase Price for the shares of ~~Separate Series A-1 Notes and/or $~~Common Stock issuable to such Holder by the Company with respect to [ ] ~~aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of~~ Purchase Contracts on the ~~Agreement~~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 ~~Separate Notes~~ Holder’s Corporate Units with separate cash. Date: Signature: Please print name and address of Holder: Name of DTC Participant: Social Security or other Taxpayer Identification Number, if any: DTC Participant code: Phone: Email: U.S. Bank National Association, as Collateral Agent Gxxxxxx Square, 200 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, XX 00000 Attention: Corporate Trust Services Re: Corporate Units of South Jersey Industries, Inc., a New Jersey corporation (the “Company”) Please refer to the ~~person(s)~~ Purchase Contract and Pledge Agreement, dated as of April 23, 2018 (the ~~address(es) indicated herein under~~ “~~A. Delivery Instructions.” With this notice~~Agreement”), among the ~~Undersigned hereby agrees~~ 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 ~~be bound by the terms~~ time, as Collateral Agent, as Custodial Agent and ~~conditions of Section 5.02(d) of the Agreement~~as Securities Intermediary. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. ~~Date:~~ 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 accordance with the terms provided for in the Agreement, in each case free and clear of the Pledge created by the Agreement. 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 Guarantee:~~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: U.S. Bank National Association, as Purchase Contract Agent and Collateral Agent Gxxxxxx Square, 200 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, XX 00000 Attention: Corporate Trust Services Re: Corporate Units of South Jersey Industries, Inc. (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of April 23, 2018 (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: U.S. Bank National Association, as Purchase Contract Agent Gxxxxxx Square, 200 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Attention: Global Corporate Trust Services Ladies and Gentlemen: This Agreement is dated as of [_______], 20[__] (the “Agreement”) by and among South Jersey Industries, Inc.1, a New Jersey corporation (the “Company”), [_______]2, as the reset agent[s] and the remarketing agent[s] (the “Remarketing Agent”), and U.S. Bank National Association, 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 April 23, 2018 (the “Purchase Contract and Pledge Agreement”), between 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 April 18, 2018 (the “Underwriting Agreement”), by and among the Company and the several underwriters named in Schedule 1 thereto for whom Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, Guggenheim Securities, LLC and Wxxxx Fargo Securities, LLC acted as representatives, each related to the Company’s Corporate Units. On April 23, 2018, the Company issued an aggregate of 5,750,000 Corporate Units, each of which consists of (a) a stock purchase contract (a “Purchase Contract”) issued by the Company pursuant to which the holder of such Purchase Contract will purchase from the Company on April 15, 2021, subject to earlier termination or settlement, for an amount in cash equal to the stated amount per Equity Unit (as defined below) of $50 (the “Stated Amount”), a number of shares of common stock, par value $1.25 per share, of the Company (the “Stock”), as set forth in the Purchase Contract and Pledge Agreement, and (b) a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of the Company’s 2018 Series A 3.70% Remarketable Junior Subordinated Notes due 2031 (the “Notes”) issued under the Company’s Junior Subordinated Indenture, dated as of April 23, 2018 (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 April 23, 2018, 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. 1 To change to reflect the Company’s new legal name if the vote goes through in May 2018 2 Insert one or more remarketing agents to be designated by the Company. All subsequent references to “Remarketing Agent” to be made plural in the case of multiple remarketing agents. 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 (South Jersey Industries Inc)

DELIVERY INSTRUCTIONS. In the event of a the Last Failed Remarketing, Notes 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: (~~Tax~~ Please Print) Zip Code: Country: Telecopy (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 [a/the Last] 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: ~~Deutsche~~ DTC Account Number: The Bank ~~Trust Company Americas~~of New York 101 Xxxxxxx Street, ~~as Collateral Agent 00~~ 0xx Xxxxx Xxxx ~~Xxxxxx, 00xx Xxxxx~~ Xxx Xxxx, XX Xxx Xxxx 00000 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Administration Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024 of Dominion Resources, Inc. (the “Company”).~~ NOTES OF LAZARD GROUP FINANCE LLC The undersigned hereby notifies you in accordance with Section ~~5.02(d~~4.05(d) of ~~the Series A Purchase Contract and~~ Pledge ~~Agreement,~~ Agreement dated as of ~~August 15~~May 10, ~~2016~~ 2005 (the “Pledge Agreement”), among ~~the Company~~ Lazard Ltd, yourselves, as Collateral Agent, Securities Intermediary and ~~Deutsche~~ Custodial Agent, and The Bank ~~Trust Company Americas~~of New York, as Purchase Contract Agent and as attorney-in-fact for the ~~holders~~ Holders of ~~Corporate~~ Normal Units and ~~Treasury~~ Stripped 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 Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Notes delivered to ~~you~~ the Custodial Agent on , 2008 for ~~Remarketing~~ remarketing pursuant to Section ~~5.02(d~~4.05(d) of the Pledge Agreement. The undersigned hereby instructs you to return such ~~Separate~~ Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned’s instructions. With this notice, ~~the Undersigned~~ undersigned hereby agrees to be bound by the terms and conditions ~~of Section 5.02(d~~4.5(d) of the Pledge Agreement. Capitalized terms used herein but ~~not defined~~ shall have the meaning set forth in the Pledge Agreement. Date: BySignature: Signature Guarantee: Name: ~~Title~~(Please Print) Address: ~~Signature Guarantee:~~(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):

Appears in 1 contract

Samples: Pledge Agreement (Lazard LTD)

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes 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-~~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: ~~Deutsche~~ DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Bank ~~Trust Company Americas,~~ of New York as Collateral Agent ~~00 Xxxx Xxxxxx~~000 Xxxxxxx Xxxxxx New York, ~~00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – Dominion Resources~~ NY 10286 Re: ~~2016 Series A-1 2.0% Remarketable Subordinated~~ Notes ~~Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ of ~~Dominion Resources, Inc.~~ Northrop Grumman Corporation (the “"Company~~”).~~ ") The undersigned hereby notifies you in accordance with Section ~~5.02(d~~4.5(d) of the ~~Series A Purchase Contract and~~ Pledge Agreement, dated as of ~~August 15~~November __, ~~2016~~ 2001 (the “"Pledge Agreement”"), among the ~~Company~~ Company, yourselves, as Collateral Agent, Securities Intermediary and ~~Deutsche Bank Trust Company Americas~~Custodial Agent and JPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the ~~holders~~ Holders of ~~Corporate~~ Normal Units and ~~Treasury~~ Stripped 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 Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Notes delivered to ~~you~~ the Custodial Agent on ___________, 2004 for ~~Remarketing~~ remarketing pursuant to Section ~~5.02(d~~4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such ~~Separate~~ Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned's instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: By_______________ Signature:__________________________ Signature Guarantee: Name: ~~Title~~Social Security or other Taxpayer Identification Number, if any: ~~Signature Guarantee~~Address: A. DELIVERY INSTRUCTIONS

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Notes from a Remarketing, Separate Notes 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): Address: (Tax Identification or Social Security Number) In the event of a ~~Failed~~ 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: Deutsche Bank Trust Company Americas, as Purchase Contract Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team — Dominion Resources Re: Series B Corporate Units of Dominion Resources, Inc., a Virginia corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02(b)(ix) of the Series B Purchase Contract and Pledge Agreement, dated as of June 7, 2013 (the “Purchase Contract and Pledge 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, 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 4:00p.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, 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: Deutsche Bank Trust Company Americas, as Collateral Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – — Dominion Resources Re: ~~2016~~ Series ~~A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ B Corporate Units of Dominion Resources, ~~Inc.~~ Inc., a Virginia corporation (the “Company”~~). The undersigned hereby notifies you in accordance with Section 5.02(d~~) of Please refer to the Series A B Purchase Contract and Pledge Agreement, dated as of ~~August 15~~June 7, ~~2016~~ 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, that the undersigned elects to withdraw the $[ ] aggregate principal amount of Separate Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of the Agreement. The undersigned hereby instructs you to return such Separate Notes to the person(s) and the 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 5.02(d) of the Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. ~~Date~~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 Guarantee:~~Title: 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: 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 B Corporate Units of Dominion Resources, Inc. (the “Company”) Please refer to the Series B 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: [—] [—] 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 B 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 B 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 B [ ]% 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 Fifth Supplemental Indenture, dated as of June 1, 2013, among the Company, the Indenture Trustee and the Series Trustee (the “Fifth 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: Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Notes from a Remarketing, Separate Notes 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~~): Address: (Tax Identification or Social Security Number~~) Address In the event of a ~~Failed~~ 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: ~~Deutsche~~ The Bank of New York Mellon Trust ~~Company Americas~~Company, N.A., as ~~Collateral~~ Purchase Contract Agent ~~00 Xxxx~~ 0 Xxxxx XxXxxxx Xxxxxx, ~~00xx~~ Xxxxx ~~Xxx Xxxx~~0000 Xxxxxxx, XX 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attention: ~~Corporates Team – Dominion Resources~~ Global Corporate Trust Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ Corporate Units of ~~Dominion Resources~~Great Plains Energy Incorporated, ~~Inc.~~ a Missouri corporation (the “Company”). ) The undersigned Holder hereby irrevocably notifies you in accordance with Section ~~5.02(d~~5.03(b)(iii) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~May 18, ~~2016~~ 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: NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) The Bank of 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~~ Company, you, as Collateral Agent, as Securities Intermediary and ~~Deutsche Bank Trust Company Americas~~as Custodial Agent, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the ~~holders~~ 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 Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of the Agreement. The undersigned hereby instructs you to return such Separate Notes to the person(s) and the 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 5.02(d) of the Agreement. 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: , 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 Guarantee:~~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: 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: [•] 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 Remarketing, Notes 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: ~~Deutsche~~ The Bank of New York Mellon Trust ~~Company Americas~~Company, N.A., as Collateral Agent ~~00 Xxxx~~ 000 Xxxxxxxxx Xxxxxx, ~~00xx Xxxxx~~ Xxx Xxxx, XX 00000 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Administration Re: ~~2016~~ 2019 Series ~~A-1 2.0~~F 2.25% Remarketable ~~Subordinated~~ Senior Notes Due ~~2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ 2025 of ~~Dominion Resources, Inc.~~ DTE Energy Company (the “Company”). ) The undersigned hereby notifies you in accordance with Section 5.02(d) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~November 1, ~~2016~~ 2019 (the “Agreement”), among the Company and ~~Deutsche~~ The Bank of New York Mellon Trust ~~Company Americas~~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, that the undersigned elects to ~~withdraw~~ withdraw, other than during a Blackout Period, the $[ ] aggregate principal amount of Separate ~~Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Notes delivered to you for Remarketing pursuant to Section 5.02(d) of the Agreement. The undersigned hereby instructs you to return such Separate Notes to the person(s) and the 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 5.02(d) of the Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Date: Name Address By: Name: Title: Signature Guarantee:: Social Security or other Taxpayer Identification Number, if any A. DELIVERY INSTRUCTIONS In the event of a withdrawal of Separate Notes from a Remarketing, Separate Notes 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: The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Attention: Corporate Trust Administration Re: Corporate Units of DTE Energy Company, a Michigan corporation (the “Company”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02(b)(ix) of the Purchase Contract and Pledge Agreement, dated as of November 1, 2019 (the “Purchase Contract and Pledge 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, 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. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: The Bank of New York Mellon Trust Company, N.A., as Collateral Agent 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Attention: Corporate Trust Administration Re: Corporate Units of DTE Energy Company, a Michigan corporation (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of November 1, 2019 (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 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: 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: 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: 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., as Purchase Contract Agent and Collateral Agent 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Attention: Corporate Trust Administration Re: Corporate Units of DTE Energy Company (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of November 1, 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 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: [—] [—] Ladies and Gentlemen: This Agreement is dated as of [—], 20[—] (the “Agreement”) by and among DTE Energy Company, a Michigan corporation (the “Company”), [—], a [—], 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, 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 November 1, 2019 (the “Purchase Contract and Pledge Agreement”), among the Company, The Bank of New York Mellon Trust Company, N.A., 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 October 29, 2019 (the “Underwriting Agreement”), by and among the Company and the several underwriters named on Schedule I thereto for whom Barclays Capital Inc. [and], [ ] acted as representative[s], each related to the Company’s Corporate Units (the “Corporate Units”). On November 1, 2019, the Company issued an aggregate of 26,000,000 Corporate Units, each of which consist of a Purchase Contract and a 1/20, or 5%, undivided beneficial ownership interest in the Company’s 2019 Series F 2.25% remarketable senior notes due 2025 (the “Notes”) issued under the Company’s Amended and Restated Indenture, dated as of April 9, 2001 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Indenture Trustee”), as supplemented and amended by the Series F Supplemental Indenture, dated as of November 1, 2019 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 (Dte Energy Co)

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a [a/the Last] Failed Remarketing, Notes 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: 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 [a/the Last] 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: ~~Deutsche~~ DTC Account Number: EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING State Street Bank and Trust Company ~~Americas, as Collateral Agent 00~~ x/x Xxxxx Xxxxxx Xxxx ~~Xxxxxx, 00xx Xxxxx Xxx Xxxx~~and Trust Company of Connecticut Xxxxxxx Square 000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Administration Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024 of Dominion Resources~~NOTES OF PLATINUM UNDERWRITERS FINANCE, ~~Inc. (the “Company”)~~INC. The undersigned hereby notifies you in accordance with Section ~~5.02(d~~4.5(d) of the ~~Series A Purchase Contract and~~ Pledge Agreement, dated as of ~~August 15~~*, ~~2016~~ 2002 (the “"Pledge Agreement”"), among ~~the Company~~ Platinum Underwriters Holdings, Ltd., yourselves, as Collateral Agent, Securities Intermediary and ~~Deutsche Bank Trust Company Americas~~Custodial Agent, and JPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the ~~holders~~ Holders of ~~Corporate~~ Normal Units and ~~Treasury~~ Stripped 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 Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Notes delivered to ~~you~~ the Custodial Agent on ___________, 2005 for ~~Remarketing~~ remarketing pursuant to Section ~~5.02(d~~4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such ~~Separate~~ Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned's instructions. With this notice, the ~~Undersigned~~ undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: By--------------- Signature: ~~Name: Title:~~ ------------------------- Signature Guarantee:: 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):

Appears in 1 contract

Samples: Pledge Agreement (Platinum Underwriters Holdings LTD)

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Notes from a Remarketing, Separate Notes 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): Address: (Tax Identification or Social Security Number) In the event of a ~~Failed~~ 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: Deutsche Bank Trust Company Americas, as Purchase Contract 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”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02(b)(ix) of the Series A Purchase Contract and Pledge Agreement, dated as of June 7, 2013 (the “Purchase Contract and Pledge 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, 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 4:00p.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, 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: Deutsche Bank Trust Company Americas, as Collateral Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – — Dominion Resources Re: ~~2016~~ Series ~~A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ A Corporate Units of Dominion Resources, ~~Inc.~~ Inc., a Virginia corporation (the “Company”~~). The undersigned hereby notifies you in accordance with Section 5.02(d~~) of Please refer to the Series A Purchase Contract and Pledge Agreement, dated as of ~~August 15~~June 7, ~~2016~~ 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, that the undersigned elects to withdraw the $[ ] aggregate principal amount of Separate Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of the Agreement. The undersigned hereby instructs you to return such Separate Notes to the person(s) and the 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 5.02(d) of the Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. ~~Date~~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 Guarantee:~~Authorized Signatory 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: 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: [—] [—] 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: Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)

DELIVERY INSTRUCTIONS. In the event of a [a/the Last] Failed Remarketing, Notes 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: 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 [a/the Last] 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: ~~Deutsche Bank~~ DTC Account Number: BNY Midwest Trust Company ~~Americas~~0 X. XxXxxxx Street Suite 1020 Chicago, ~~as Collateral Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000~~ Illinois 60602 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Administration Re: ~~2016 Series A-1 2.0% Remarketable Subordinated~~ Notes ~~Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ of ~~Dominion Resources, Inc. (the “Company”).~~ UnumProvident Corporation The undersigned hereby notifies you in accordance with Section ~~5.02(d~~4.5(d) of the ~~Series A Purchase Contract and~~ Pledge Agreement, dated as of ~~August 15~~May 11, ~~2016~~ 2004 (the “Pledge Agreement”), among ~~the Company~~ UnumProvident Corporation, yourselves, as Collateral Agent, Securities Intermediary and ~~Deutsche Bank Trust Company Americas~~Custodial Agent, and JPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the ~~holders~~ Holders of ~~Corporate~~ Normal Units and ~~Treasury~~ Stripped 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 Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Notes delivered to ~~you~~ the Custodial Agent on , 2007 for ~~Remarketing~~ remarketing pursuant to Section ~~5.02(d~~4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such ~~Separate~~ Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned’s instructions. With this notice, the ~~Undersigned~~ undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ~~By: Name: Title~~Signature: Signature Guarantee:: 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):

Appears in 1 contract

Samples: Pledge Agreement (Unumprovident Corp)

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Spire Inc)

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Notes from a Remarketing, Separate Notes 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): Address: (Tax Identification or Social Security Number) In the event of a ~~Failed~~ 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: Deutsche Bank Trust Company Americas, as Purchase Contract 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”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02(b)(ix) of the Series A Purchase Contract and Pledge Agreement, dated as of July 1, 2014 (the “Purchase Contract and Pledge 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, 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 4:00p.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, 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: Deutsche Bank Trust Company Americas, as Collateral Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Corporates Team – Dominion Resources Re: ~~2016~~ Series ~~A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ A Corporate Units of Dominion Resources, ~~Inc.~~ Inc., a Virginia corporation (the “Company”~~). The undersigned hereby notifies you in accordance with Section 5.02(d~~) of Please refer to the Series A Purchase Contract and Pledge Agreement, dated as of ~~August 15~~July 1, ~~2016~~ 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, that the undersigned elects to withdraw the $[ ] aggregate principal amount of Separate Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of the Agreement. The undersigned hereby instructs you to return such Separate Notes to the person(s) and the 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 5.02(d) of the Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. ~~Date~~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 Guarantee:~~Title: 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: 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: [—] [—] 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: Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Debentures from a Remarketing, ~~Notes~~ Separate 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): Address: (Tax Identification or Social Security Number) In the event of a ~~Failed~~ withdrawal of Separate Debentures from a Remarketing, ~~Notes~~ Separate 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: ~~Deutsche~~ The Bank of New York Mellon Trust ~~Company Americas~~Company, ~~as Collateral Agent 00 Xxxx~~ N.A., 0 Xxxxx XxXxxxx Xxxxxx, ~~00xx~~ 0xx Xxxxx ~~Xxx Xxxx~~Xxxxxxx, XX Xxxxxxxx 00000 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Administration Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ Corporate Units of ~~Dominion Resources~~American Electric Power Company, ~~Inc.~~ Inc., a New York corporation (the “Company”). ) The undersigned Holder hereby irrevocably notifies you in accordance with Section ~~5.02(d~~5.02(b)(ix) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~March 19, ~~2016~~ 2019 (the “Purchase Contract and Pledge Agreement”), among the Company and ~~Deutsche~~ The Bank of New York Mellon Trust ~~Company Americas~~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, that such Holder has elected to pay to or upon the ~~undersigned elects~~ order of the Securities Intermediary for deposit in the Collateral Account, on or prior to ~~withdraw~~ 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), $[ ] ~~aggregate principal amount~~ as the Purchase Price for the shares of ~~Separate Series A-1 Notes and/or $~~Common Stock issuable to such Holder by the Company with respect to [ ] ~~aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of~~ Purchase Contracts on the ~~Agreement~~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 ~~Separate Notes~~ Holder’s Corporate Units with separate cash. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Re: Corporate Units of American Electric Power Company, Inc., a New York corporation (the “Company”) Please refer to the ~~person(s)~~ Purchase Contract and Pledge Agreement, dated as of March 19, 2019 (the ~~address(es) indicated herein under~~ “~~A. Delivery Instructions.” With this notice~~Agreement”), among the ~~Undersigned hereby agrees~~ 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 ~~be bound by the terms~~ time, as Collateral Agent, as Custodial Agent and ~~conditions of Section 5.02(d) of the Agreement~~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 Debentures 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 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. 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: Please print name and address of Holder electing a Cash Settlement Name Address Social Security or other Taxpayer Identification Number, if any The Bank of New York Mellon Trust Company, N.A., 0 Xxxxx XxXxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Re: Corporate Units of American Electric Power Company, Inc. (the “Company”) Please refer to the Purchase Contract and Pledge Agreement, dated as of March 19, 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 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 Mellon Trust Company, N.A., as Securities Intermediary Dated: By: Name: Title: ~~Signature Guarantee:~~[ • ] [ • ] Ladies and Gentlemen: This Agreement is dated as of [ • ], 20[ • ] (the “Agreement”) by and among American Electric Power Company, Inc., a New York 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 Debentures. The Company has also entered into: (a) a Purchase Contract and Pledge Agreement, dated as of March 19, 2019 (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 March 14, 2019 (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 2019 Corporate Units (the “Corporate Units”). On March 14, 2019, the Company issued an aggregate of 16,100,000 Corporate Units, each of which consist of a Purchase Contract and a 1/20 undivided beneficial ownership interest in a $1,000 principal amount 3.40% junior subordinated debenture due 2024 (the “Debentures”) issued under the Company’s Subordinated Indenture, dated as of March 1, 2008 (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 Supplemental Indenture No. 1, dated as of March 1, 2019 (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 Debentures 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.

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Notes from a Remarketing, Separate Notes 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): Address: (Tax Identification or Social Security Number) In the event of a ~~Failed~~ 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: ~~Deutsche~~ The Bank of New York Mellon Trust ~~Company Americas~~Company, ~~as Collateral Agent 00 Xxxx~~ N.A., 0 Xxxxx XxXxxxx Xxxxxx, ~~00xx~~ Xxxxx ~~Xxx Xxxx~~0000, ~~XX 00000~~ Xxxxxxx, Xxxxxxxx 00000, Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Administration Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ Corporate Units of ~~Dominion Resources~~Exelon Corporation, ~~Inc.~~ a Pennsylvania corporation (the “Company”). ) The undersigned Holder hereby irrevocably notifies you in accordance with Section ~~5.02(d~~5.02(b)(ix) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~June 17, ~~2016~~ 2014 (the “Purchase Contract and Pledge Agreement”), among the Company and ~~Deutsche~~ The Bank of New York Mellon Trust ~~Company Americas~~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, that such Holder has elected to pay to or upon the ~~undersigned elects~~ order of the Securities Intermediary for deposit in the Collateral Account, on or prior to ~~withdraw~~ 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), $[ ] ~~aggregate principal amount~~ as the Purchase Price for the shares of ~~Separate Series A-1 Notes and/or $~~Common Stock issuable to such Holder by the Company with respect to [ ] ~~aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of~~ Purchase Contracts on the ~~Agreement~~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 ~~Separate Notes~~ Holder’s Corporate Units with separate cash. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: 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 ~~person(s)~~ Purchase Contract and Pledge Agreement, dated as of June 17, 2014 (the ~~address(es) indicated herein under~~ “~~A. Delivery Instructions.” With this notice~~Agreement”), among the ~~Undersigned hereby agrees~~ 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 ~~be bound by the terms~~ time, as Collateral Agent, as Custodial Agent and ~~conditions of Section 5.02(d) of the Agreement~~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: Please print name and address of Holder electing a Cash Settlement Name Address Social Security or other Taxpayer Identification Number, if any 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: ~~Signature Guarantee:~~[ — ] [ — ] 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 Remarketing~~failed final remarketing, Senior Notes 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~~): Address:~~ ) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a ~~Failed Remarketing~~failed final remarketing, Senior 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:~~ Number Name of Account Party~~: Deutsche Bank~~ :_________________________________ EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING BNY Midwest Trust Company ~~Americas~~The Custodial Agent 2 North LaSalle Street, ~~as Collateral Agent 00 Xxxx Xxxxxx~~Suite 1020 Chicago, ~~00xx Xxxxx Xxx Xxxx, XX 00000~~ Illinois 60602 Attention: ~~Corporates Team – Dominion Resources~~ Xxxxxxxxx Xxxxxxx Xxx: (000) 000-0000 Re: ~~2016 Series A-1 2.0% Remarketable Subordinated~~ Senior Notes ~~Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024 of Dominion Resources~~due November 16, ~~Inc.~~ 0000 xx Xxx Xxubb Corporation (the ~~“Company”).~~ "COMPANY") The undersigned hereby notifies you in accordance with Section ~~5.02(d~~5.07(c) of the ~~Series A Purchase Contract and~~ Pledge Agreement, dated as of ~~August 15~~December 2, ~~2016~~ 2002 (the ~~“Agreement”~~"PLEDGE AGREEMENT"), among the Company and ~~Deutsche Bank Trust Company Americas~~you, as ~~Purchase Contract~~ Collateral Agent, Custodial Agent and Securities Intermediary, and Bank One Trust Company, N.A., as Warrant 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 ~~Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Senior Notes delivered to ~~you~~ the Collateral Agent on _________, 200_ for ~~Remarketing~~ remarketing pursuant to Section ~~5.02(d~~5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such ~~Separate~~ Senior Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned's instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement~~. Date: By: Name: Title: Signature Guarantee:~~.

Appears in 1 contract

Samples: Pledge Agreement (Chubb Corp)

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Notes 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): Address:~~ (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:~~ Number Name of Account Party: ~~Deutsche~~ The Bank ~~Trust Company Americas~~of New York Mellon, as ~~Collateral~~ Custodial Agent ~~00 Xxxx~~ 000 Xxxxxxx Xxxxxx, ~~00xx Xxxxx Xxx Xxxx~~Floor 8W New York, ~~XX 00000~~ New York 10286 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Administration Re: ~~2016 Series A-1 2.0% Remarketable Subordinated~~ Senior Notes Due ~~2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ 2014 of ~~Dominion Resources,~~ Assured Guaranty US Holdings Inc. (the “Company”). The undersigned hereby notifies you in accordance with Section ~~5.02(d~~5.02(a)(ii) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~June 24, ~~2016~~ 2009 (the “Agreement”), ~~among~~ between the ~~Company~~ Assured Guaranty Ltd. and ~~Deutsche~~ The Bank ~~Trust Company Americas~~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~~ 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 ~~Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Notes delivered to you for Remarketing pursuant to Section ~~5.02(d~~5.02(a)(ii) of the Agreement. The undersigned hereby instructs you to return such Separate Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~5.02(a)(ii) of the Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Date: By: Name: ~~Title:~~ Title Signature Guarantee:: Social Security or other Taxpayer Identification Number, if any DTC Participant No.

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of ~~a Failed~~ an Unsuccessful Remarketing, ~~Notes~~ 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~~): Address:~~ ) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of ~~a Failed~~ an Unsuccessful Remarketing, ~~Notes~~ 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 ~~to the person(s)~~ set forth below. DTC Account ~~Number:~~ Number Name of Account Party: ~~Deutsche~~ U.S. Bank ~~Trust Company Americas~~National Association, as ~~Collateral~~ Custodial Agent ~~00 Xxxx~~ 000 Xxxxxxxx Xxxxxx, ~~00xx~~ Xxxxx ~~Xxx Xxxx~~000 Xxxxxxxxx, XX Xxxxxxxxx 00000 Attention: ~~Corporates Team – Dominion Resources~~ Xxxxx Xxxxx Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ Convertible Preferred Stock of ~~Dominion Resources, Inc.~~ UGI Corporation (the “Company”). ) The undersigned Holder hereby notifies you in accordance with Section 5.02(d) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~May 25, ~~2016~~ 2021 (the “Agreement”), ~~among~~ between the Company and ~~Deutsche Bank Trust Company Americas~~you, as Collateral Agent, Custodial Agent, Securities Intermediary, Purchase Contract Agent and attorney-in-fact for the holders of Corporate Units, Treasury Units and ~~Treasury~~ Cash Settled 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~~ Separate Shares of ~~Separate Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2 Notes~~ Convertible Preferred Stock delivered to you for Remarketing pursuant to Section ~~5.02(d)~~ 5.02 of the Agreement. The undersigned hereby instructs you to return such Separate ~~Notes~~ Shares of Convertible Preferred Stock to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d)~~ 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 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: 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 Address 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 [a/the Last] Failed Remarketing, Notes 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: 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 [a/the Last] 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: ~~Deutsche Bank~~ DTC Account Number: Table of Contents BNY Midwest Trust Company ~~Americas~~0 X. XxXxxxx Street Suite 1020 Chicago, ~~as Collateral Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000~~ Illinois 60602 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Administration Re: ~~2016 Series A-1 2.0% Remarketable Subordinated~~ Notes ~~Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ of ~~Dominion Resources, Inc. (the “Company”).~~ UnumProvident Corporation The undersigned hereby notifies you in accordance with Section ~~5.02(d~~4.5(d) of the ~~Series A Purchase Contract and~~ Pledge Agreement, dated as of ~~August 15~~May 7, ~~2016~~ 2003 (the “Pledge Agreement”), among ~~the Company~~ UnumProvident Corporation, yourselves, as Collateral Agent, Securities Intermediary and ~~Deutsche Bank Trust Company Americas~~Custodial Agent, and JPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact for the ~~holders~~ Holders of ~~Corporate~~ Normal Units and ~~Treasury~~ Stripped 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 Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Notes delivered to ~~you~~ the Custodial Agent on ___________, 2006 for ~~Remarketing~~ remarketing pursuant to Section ~~5.02(d~~4.5(d) of the Pledge Agreement. The undersigned hereby instructs you to return such ~~Separate~~ Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned’s instructions. With this notice, the ~~Undersigned~~ undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~4.5(d) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ~~By: Name: Title:~~ _______________ Signature:__________________________ Signature Guarantee:: 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):

Appears in 1 contract

Samples: Pledge Agreement (Unumprovident Corp)

DELIVERY INSTRUCTIONS. In the event of a the Last Failed Remarketing, Notes 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: (~~Tax~~ Please Print) Zip Code: Country: Telecopy (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 [a/the Last] 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: ~~Deutsche Bank Trust Company Americas, as Collateral Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000~~ DTC Account Number: Attention: ~~Corporates Team – Dominion Resources~~ Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024 of Dominion Resources, Inc. (the “Company”).~~ NOTES OF LAZARD GROUP FINANCE LLC The undersigned hereby notifies you in accordance with Section ~~5.02(d~~4.05(d) of ~~the Series A Purchase Contract and~~ Pledge ~~Agreement,~~ Agreement dated as of ~~August 15~~, ~~2016~~ 2005 (the “Pledge Agreement”), among ~~the Company~~ Lazard Ltd, yourselves, as Collateral Agent, Securities Intermediary and ~~Deutsche~~ Custodial Agent, and The Bank ~~Trust Company Americas~~of New York, as Purchase Contract Agent and as attorney-in-fact for the ~~holders~~ Holders of ~~Corporate~~ Normal Units and ~~Treasury~~ Stripped 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 Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Notes delivered to ~~you~~ the Custodial Agent on , 2008 for ~~Remarketing~~ remarketing pursuant to Section ~~5.02(d~~4.05(d) of the Pledge Agreement. The undersigned hereby instructs you to return such ~~Separate~~ Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned’s instructions. With this notice, ~~the Undersigned~~ undersigned hereby agrees to be bound by the terms and conditions ~~of Section 5.02(d~~4.5(d) of the Pledge Agreement. Capitalized terms used herein but ~~not defined~~ shall have the meaning set forth in the Pledge Agreement. Date: BySignature: Signature Guarantee: Name: ~~Title~~(Please Print) Address: ~~Signature Guarantee:~~(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):

Appears in 1 contract

Samples: Pledge Agreement (Lazard Group Finance LLC)

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, ~~Notes~~ 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~~): Address:~~ ) (~~Tax Identification or Social Security Number~~Please Print) Address (Please Print) In the event of a Failed Remarketing, ~~Notes~~ 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:~~ Number Name of Account Party: ~~Deutsche~~ The Bank ~~Trust Company Americas~~of New York, as ~~Collateral~~ Custodial Agent ~~00 Xxxx~~ 000 Xxxxxxx Xxxxxx, ~~00xx Xxxxx Xxx Xxxx~~8W New York, ~~XX 00000~~ NY 10286 Telephone No.: 000-000-0000 Telecopier No.: 000-000-0000 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Finance Division Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes~~ Debentures Due ~~2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ 2041 of ~~Dominion Resources, Inc.~~ Xxxxxx-Xxxxxxx-Midland Company (the “Company”). The undersigned hereby notifies you in accordance with Section ~~5.02(d~~5.03(c)(ii) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~June 3, ~~2016~~ 2008 (the “Agreement”), among the Company and ~~Deutsche~~ you, as Collateral Agent, Custodial Agent and Securities Intermediary, and The Bank ~~Trust Company Americas~~of New York, 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 ~~Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2 Notes~~ Debentures delivered to you for Remarketing pursuant to Section ~~5.02(d)~~ 5.03 of the Agreement. The undersigned hereby instructs you to return such Separate ~~Notes~~ Debentures to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~5.03(c)(ii) 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:: 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: 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 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: [ ] 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)

Appears in 1 contract

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

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Convertible Notes 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~~): Address:~~ ) (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 ~~to the person(s)~~ set forth below. DTC Account ~~Number:~~ Number Name of Account Party: ~~Deutsche~~ EXHIBIT L HSBC Bank ~~Trust Company Americas~~USA, N.A., as ~~Collateral~~ Custodial Agent ~~00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000~~ Attention: ~~Corporates Team – Dominion Resources~~ [ ] Fax: [ ] Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ Convertible Notes, of ~~Dominion Resources, Inc.~~ The Xxxxxxx Works (the “Company”). ) The undersigned Holder hereby notifies you in accordance with Section ~~5.02(d~~5.02(c)(ii) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~March 20, ~~2016~~ 2007 (the “Agreement”), among the Company and ~~Deutsche~~ you, as Collateral Agent, Custodial Agent and Securities Intermediary, and The Bank of New York Trust ~~Company Americas~~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, ~~as Collateral Agent, as Custodial Agent and as Securities Intermediary,~~ that the undersigned elects to withdraw the ~~$[ ]~~ $ aggregate principal amount of Separate ~~Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Convertible Notes delivered to you for Remarketing pursuant to Section ~~5.02(d)~~ 5.02 of the Agreement. The undersigned hereby instructs you to return such Separate Convertible Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d)~~ 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 EXHIBIT M 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. 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 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 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 Failed Remarketing, ~~Notes~~ 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~~): Address: (Tax Identification or Social Security Number~~) Address In the event of a Failed Remarketing, ~~Notes~~ 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:~~ Number Name of Account Party: ~~Deutsche~~ The Bank ~~Trust Company Americas~~of New York, as ~~Collateral~~ Custodial Agent ~~00 Xxxx~~ 000 Xxxxxxx Xxxxxx, ~~00xx Xxxxx Xxx Xxxx~~8W New York, ~~XX 00000~~ NY 10286 Telephone No.: 000-000-0000 Telecopier No.: 000-000-0000 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Finance Division Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes~~ Debentures Due ~~2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ 2041 of ~~Dominion Resources, Inc.~~ Xxxxxx-Xxxxxxx-Midland Company (the “Company”). The undersigned hereby notifies you in accordance with Section ~~5.02(d~~5.03(c)(ii) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~May [___], ~~2016~~ 2008 (the “Agreement”), among the Company and ~~Deutsche~~ you, as Collateral Agent, Custodial Agent and Securities Intermediary, and The Bank ~~Trust Company Americas~~of New York, 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 ~~Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2 Notes~~ Debentures delivered to you for Remarketing pursuant to Section ~~5.02(d)~~ 5.03 of the Agreement. The undersigned hereby instructs you to return such Separate ~~Notes~~ Debentures to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~5.03(c)(ii) 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 Address The Bank of New York, as Purchase Contract Agent Attention: Fax: (___) 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 , 200___(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: NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Settlement with Separate Cash) The Bank of New York, as Collateral Agent Attention: Fax: 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 ___, 200___(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 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 Attention: Fax: (___)

Appears in 1 contract

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

Appears in 1 contract

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

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, Senior Notes 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~~): Address:~~ ) (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 ~~to the person(s)~~ set forth below. DTC Account ~~Number:~~ Number Name of Account Party: ~~Deutsche Bank Trust Company Americas~~JPMorgan Chase Bank, N.A., as ~~Collateral~~ Custodial Agent ~~00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000~~ Attention: ~~Corporates Team – Dominion Resources~~ Worldwide Securities Services Fax: (000) 000-0000 Re: ~~2016~~ Senior Notes, Series ~~A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ A of ~~Dominion Resources, Inc.~~ Entergy Corporation (the “"Company~~”).~~ ") The undersigned hereby notifies you in accordance with Section ~~5.02(d~~5.02(b)(ii) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~_________, ~~2016~~ 200__ (the “"Agreement”"), among the Company and ~~Deutsche Bank Trust Company Americas~~you, as Collateral Agent, Custodial Agent and Securities Intermediary, and ______________________, 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 ~~Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2~~ Senior Notes delivered to you for Remarketing pursuant to Section ~~5.02(d)~~ 5.02 of the Agreement. The undersigned hereby instructs you to return such Separate Senior Notes to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned's instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~5.02(b) 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: Social Security or other Taxpayer Identification Number, if any The Bank of New York, as Purchase Contract Agent Attention:

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Entergy Corp /De/)

DELIVERY INSTRUCTIONS. In the event of a Failed Remarketing, ~~Notes~~ 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~~): Address:~~ ) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) In the event of a Failed Remarketing, ~~Notes~~ Capital Securities 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:~~ Number Name of Account Party: ~~Deutsche~~ EXHIBIT D INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING The Bank ~~Trust Company Americas, as Collateral Agent 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000~~ of New York [Address] Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Administration Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ Capital Securities of ~~Dominion Resources~~MetLife, Inc. (the “"Company~~”).~~ ") and MetLife Capital Trust I The undersigned hereby notifies you in accordance with Section ~~5.02(d~~4.5(c) of the ~~Series A Purchase Contract and~~ Pledge Agreement, dated as of ~~August 15~~, ~~2016~~ 2000 (the “"Pledge Agreement”"), among the ~~Company~~ Company, yourselves, as Collateral Agent, Securities Intermediary and ~~Deutsche~~ Custodial Agent and Bank One Trust ~~Company Americas~~Company, N.A., as Purchase Contract Agent and as attorney-in-fact for the ~~holders~~ Holders of ~~Corporate~~ Normal Units and ~~Treasury~~ Stripped Units from time to time~~, as Collateral Agent, as Custodial Agent and as Securities Intermediary~~, that the undersigned elects to withdraw the ~~$[ ]~~ $ aggregate ~~principal~~ stated liquidation amount of ~~Separate Series A-1 Notes and/or $[ ] aggregate principal amount of Separate Series A-2 Notes~~ Capital Securities delivered to ~~you~~ the Custodial Agent on , 2002 for ~~Remarketing~~ remarketing pursuant to Section ~~5.02(d~~4.5(c) of the Pledge Agreement. The undersigned hereby instructs you to return such ~~Separate Notes~~ Capital Securities to the ~~person(s) and~~ undersigned in accordance with the ~~address(es) indicated herein under “A. Delivery Instructions.”~~ undersigned's instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section ~~5.02(d~~4.5(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date~~: By: Name: Title: Signature Guarantee~~:

Appears in 1 contract

Samples: Pledge Agreement (Metlife Capital Trust I)

DELIVERY INSTRUCTIONS. In the event of a ~~Failed~~ withdrawal of Separate Notes from a Remarketing, Separate Notes 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): Address: ~~(Tax Identification or Social Security Number)~~ In the event of a ~~Failed~~ 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: ~~Deutsche~~ U.S. Bank ~~Trust Company Americas~~National Association, as ~~Collateral~~ Purchase Contract Agent ~~00 Xxxx Xxxxxx~~000 Xxxxx XxXxxxx Xxxxxx 10th Floor, ~~00xx Xxxxx Xxx Xxxx~~MK-IL-SLTR Xxxxxxx, XX 00000 Attention: ~~Corporates Team – Dominion Resources~~ Corporate Trust Services Re: ~~2016 Series A-1 2.0% Remarketable Subordinated Notes Due 2021 and 2016 Series A-2 2.0% Remarketable Subordinated Notes Due 2024~~ Corporate Units of ~~Dominion Resources~~Spire Inc., ~~Inc.~~ a Missouri corporation (the “Company”). ) The undersigned Holder hereby irrevocably notifies you in accordance with Section ~~5.02(d~~5.02(b)(ix) of the ~~Series A~~ Purchase Contract and Pledge Agreement, dated as of ~~August 15~~February 16, ~~2016~~ 2021 (the “Purchase Contract and Pledge Agreement”), among the Company and ~~Deutsche~~ U.S. Bank ~~Trust Company Americas~~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 ~~undersigned elects~~ order of the Securities Intermediary for deposit in the Collateral Account, on or prior to ~~withdraw~~ 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), $[ ] ~~aggregate principal amount~~ as the Purchase Price for the shares of ~~Separate Series A-1 Notes and/or $~~Common Stock issuable to such Holder by the Company with respect to [ ] ~~aggregate principal amount of Separate Series A-2 Notes delivered to you for Remarketing pursuant to Section 5.02(d) of~~ Purchase Contracts on the ~~Agreement~~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 ~~Separate Notes~~ Holder’s Corporate Units with separate cash. Date: Signature: Signature Guarantee: Please print name and address of Registered Holder: 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 ~~person(s)~~ Purchase Contract and Pledge Agreement, dated as of February 16, 2021 (the ~~address(es) indicated herein under~~ “~~A. Delivery Instructions.” With this notice~~Agreement”), among the ~~Undersigned hereby agrees~~ 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 ~~be bound by the terms~~ time, as Collateral Agent, as Custodial Agent and ~~conditions of Section 5.02(d) of the Agreement~~as Securities Intermediary. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. ~~Date~~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 Guarantee:~~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: 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: [—] [—] 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)

Common use of DELIVERY INSTRUCTIONS Clause in Contracts