ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS evidenced by this Stripped DECS Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Certificate representing any Stripped DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:______________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENT
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate PIES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Corporate PIES evidenced by this Stripped DECS Corporate PIES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock and CPR Certificates deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate PIES Certificate representing any Stripped DECS Corporate PIES evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities Shares deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:: _____________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements Number of Securities evidenced hereby as to which Early Settlement of the Registrar, which requirements include membership related Purchase Contracts is being elected: If shares of Common Stock or participation Corporate REGISTERED HOLDER PIES Certificates are to be registered in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition name of and delivered to, or in substitution forand Pledged Preferred Stock are to be transferred to, STAMPa Person other than the Holder, all in accordance with the Securities Exchange Act of 1934, as amended. please print such Person's name and address: Please print name and address of Registered Holder: ------------------------------------- ------------------------------------- Name Name ------------------------------------- ------------------------------------- Address Address ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENTany _____________________________________ -------------------------------------------------------------------------------
Appears in 1 contract
Samples: Purchase Contract Agreement (Washington Mutual Inc)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Normal Units evidenced by this Stripped DECS Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Normal Units Certificate representing any Stripped DECS Normal Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Capital Securities or Pledged Treasury Securities Consideration, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ _____________________________________ Signature Signature Guarantee: ______ Signature Signature Guarantee:_________________________ Signatures must If shares of Common Stock or Normal Units REGISTERED HOLDER Certificates are to be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation registered in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition name of and delivered to, and Pledged Capital Securities or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934Pledged Treasury Consideration, as amended. the case may be, are to be transferred to, a Person other than the Holder, please print such Person's name and Please print name and address address: of Registered Holder: ---------------------------------- --------------------------------- Name Name ---------------------------------- --------------------------------- Address Address ---------------------------------- --------------------------------- ---------------------------------- --------------------------------- ---------------------------------- --------------------------------- Social Security or other Taxpayer Identification Number, if anyany --------------------------------- Transfer instructions for Pledged Capital Securities or Pledged Treasury Consideration, as the case may be, transferable upon Early Settlement or a Termination Event: EXHIBIT F FORM -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SCHEDULE OF REMARKETING INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount of the Global Amount of Amount of Certificate decrease in Stated increase in Stated following such Signature of Amount of the Amount of the decrease or authorized-officer Date Global Certificate Global Certificate increase of Agent ---- ------------------ ------------------ ----------------- ------------------ THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Watex Xxxxxx, Xxx Xxxx, Xxx Xxxx) xx the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
Appears in 1 contract
Samples: Remarketing Agreement (Metlife Inc)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Treasury Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Share Purchase Contract Agreement with respect to the Forward Share Purchase Contracts underlying the number of Stripped DECS Treasury Units evidenced by this Stripped DECS Treasury Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Treasury Unit Certificate representing any Stripped DECS Treasury Units evidenced hereby as to which Early Settlement of the related Forward Share Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: :____________________ Signature: _______________________________________________________ Signature Signature Guarantee: _________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of DECS Securities evidenced hereby as to which Early Settlement of the related Forward Share Purchase Contracts is being elected: If shares of Common Stock or Treasury REGISTERED HOLDER Unit Certificates are to be registered REGISTERED HOLDER in the name of and delivered to to, and Pledged Treasury Securities are to be transferred to to, a Person other than the Holder, please Please print name and address of print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged Treasury Securities transferable upon Transferable Upon Early SettlementSettlement or a Termination Event: ([TO BE ATTACHED TO GLOBAL CERTIFICATES) ] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: --------------------------------------------------------------------------------------------- Date Amount of Increase Stated Amount of Principal Signature of decrease in increase in Amount of this authorized Principal Principal Global officer of Amount of the Amount of Decrease in in Stated Amount of the Certificate Trustee or Global Certificate Stated Amount of the the Global Following Such Signature of Date Global following such Securities Certificate Certificate Decrease decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: Custodian increase --------------------------------------------------------------------------------------------- ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:___________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ EXHIBIT C NOTICE TO SETTLE BY SEPARATE CASH Attention: Re: Securities of FirstEnergy Corp. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Share Purchase Contract Agreement, dated as of [______], 200[_] among the Company, yourselves, as Share Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Share Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Share 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 under the related Share Purchase Contract on the Share Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders election to make such cash settlement with respect to the Share Purchase Contracts related to such Holder's [Share Purchase Units] [Treasury Units]. Dated:__________________________________________________________________________ Signature Signature Guarantee:___: ___________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: ________________________________________________________________________________ Name Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENTany Address _____________________
Appears in 1 contract
Samples: Share Purchase Contract Agreement (Firstenergy Corp)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS PEPS Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS PEPS Units evidenced by this Stripped DECS PEPS Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS PEPS Units Certificate representing any Stripped DECS PEPS Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: _____:______________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements Number of Securities evidenced hereby as to which Early Settlement of the Registrar, which requirements include membership related Purchase Contracts is being elected: If shares of Common Stock or participation REGISTERED HOLDER PEPS Units Certificates are to be registered in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition toname of and delivered to and Pledged Preferred Securities, or in substitution for, STAMP, all in accordance with the Securities Exchange Act Applicable Ownership Interest of 1934the Treasury Portfolio, as amended. the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: _______________________________ ____________________________ Name Name _______________________________ ____________________________ Address Address _______________________________ ____________________________ _______________________________ ____________________________ _______________________________ ____________________________ Social Security or other Taxpayer Identification Number, if anyany ____________________________ Transfer Instructions for Pledged Preferred Securities or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: EXHIBIT F FORM _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF REMARKETING AGREEMENTINCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: =============================================================================== Amount of decrease in Amount of decrease in Number of PEPS Units Number of PEPS Units Number of PEPS Units evidenced by this Global Signature of authorized evidenced by the Global evidenced by the Global Certificate following such officer of Trustee or Date Certificate Certificate decrease or increase Securities Custodian ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________ XXXXXXX X FACE OF TREASURY PEPS CERTIFICATE "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Equity Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Equity Units evidenced by this Stripped DECS Equity Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Equity Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Equity Units Certificate representing any Stripped DECS Equity Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS Stripped Equity Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early SettlementSettlement or a Termination Event: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Date Amount of Increase Decrease in Stated Amount of the Global Certificate Amount of Decrease in Increase in Stated Amount of the Global Certificate Stated Amount of the the Global Certificate Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer Signature of Authorized Signatory EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [ ] [name and address of Collateral AgentAddress] Attention: Corporate Trust Department Re: DECS Equity Units of Solutia American Electric Power Company, Inc. (the "“Company"”) ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of June [ ], 2002, (the "“Pledge Agreement"”) among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECSEquity Units] [Stripped DECSEquity Units] from time to time, that the Holder of DECS Equity Units and Stripped Equity Units listed below (the "“Holder"”) has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _____________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECSEquity Units] [Stripped DECSEquity Units] to us in accordance with the Holder's ’s instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK[ ], AS FORWARD PURCHASE CONTRACT AGENT as Forward Purchase Contract Agent By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: Address: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank[ ], as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn[Address] Attention: Institutional Corporate Trust Services Department Telecopy: (000) 000-0000 [ ] Re: DECS Equity Units of Solutia American Electric Power Company, Inc. (the "“Company"”) The undersigned Holder hereby notifies you that it has delivered to [ ], as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. ______________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated June [ ], 2002 (the "“Pledge Agreement"”), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECSEquity Units] [Stripped DECSEquity Units]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ____:_______________________________ Signature Guarantee: __:_______________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: Address: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank[ ], as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn[Address] Attention: Institutional Corporate Trust Services Department Telecopy: (000) 000-0000 [ ] Re: DECS Equity Units of Solutia American Electric Power Company, Inc. (the "“Company"”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 5.4 of the Forward Purchase Contract Agreement dated as of June [ ], 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's ’s election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS’s Equity Units. Dated:_____________ __________________________________________ Signature Signature Guarantee:______________________ Signatures must be guaranteed by an "“eligible guarantor institution" ” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("“STAMP"”) or such other "“signature guarantee program" ” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENT:
Appears in 1 contract
Samples: Forward Purchase Contract Agent (American Electric Power Co Inc)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Units evidenced by this Stripped DECS Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Units Certificate representing any Stripped DECS Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ ------------------------------ --------------------------------------- Signature Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: -------------------------------- If shares of Common Stock or Stripped Units REGISTERED HOLDER Certificates are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: Please print name and address of Registered Holder: ---------------------------------- --------------------------------- Name Name ---- ---- ---------------------------------- --------------------------------- Address Address ---------------------------------- --------------------------------- ---------------------------------- --------------------------------- ---------------------------------- --------------------------------- Social Security or other Taxpayer Identification Number, if any --------------------------------- Transfer instructions for Pledged Treasury Securities transferable upon Early SettlementSettlement or a Termination Event: (TO BE ATTACHED TO GLOBAL CERTIFICATES) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount of Increase the Global Amount of Amount of Certificate decrease in Stated increase in Stated following such Signature of Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of decrease or authorized officer Date Global Certificate Global Certificate Decrease or Increase Authorizing Officer EXHIBIT C increase of Agent ---- ------------------ ------------------ ----------------- ------------------ INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name The Bank of New York 101 Xxxxxxx Xxxxxx, Floor 12 Exxx Xxx Xxxx, Xxx Xxxx 00000 Xxxn: Dealing and address of Collateral Agent] Trading Group Re: DECS Equity Security Units of Solutia MetLife, Inc. (the "Company") ------------------------------------ ), and MetLife Capital Trust I We hereby notify you in accordance with Section [4.1] [4.2] 4.1 of the Pledge Agreement, dated as of April 7, 20022000, (the "Pledge Agreement") among the Company, youyourselves, as Collateral Agent, Custodial Agent and Securities Intermediary Intermediary, and usourselves, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECSNormal Units] [Stripped DECSUnits] from time to time, that the Holder holder of DECS securities listed below (the "Holder") has elected to substitute [$$ _______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal stated liquidation amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) Capital Securities or the Applicable Ownership Interest in the appropriate Treasury PortfolioConsideration, as the case may be,] in exchange for the related [Pledged Notes, Capital Securities or Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may bebe (CUSIP No. ____),] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred transferred [Treasury Securities] [Notes, the Treasury Consideration Capital Securities or the appropriate Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Capital Securities or Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Capital Securities or Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be,] [Treasury Securities] related to such [Upper DECSNormal Units] [Stripped DECSUnits] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: :_______________________ JPMORGAN CHASE BANKBANK ONE TRUST COMPANY, AS FORWARD PURCHASE CONTRACT AGENT N.A. By: :_____________________________________ Name: Title: 100 Please print name and address of Registered Holder electing to substitute [Treasury Securities] [NotesCapital Securities or Pledged Treasury Consideration, Treasury Consideration or as the appropriate Applicable Ownership Interest in the Treasury Portfoliocase may be,] for the [Pledged Notes, Capital Securities or Pledged Treasury Consideration or Consideration, as the appropriate Pledged Applicable Ownership Interest in the Treasury Portfoliocase may be,] [Pledged Treasury Securities]: Name: _________________________________ ________________________________________ Name Social Security or other Taxpayer Identification Number, if any: EXHIBIT D any _________________________________ Address _________________________________ _________________________________ INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase BankBank One Trust Company, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx XxxxN.A. One Xxxxx Xxxxx Xxxxxx, XX 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 AttnXxxention: Institutional Corporate Trust Services Telecopy: (000) 000-0000 Division Re: DECS Equity Security Units of Solutia MetLife, Inc. (the "Company") ), and MetLife Capital Trust I The undersigned Holder hereby notifies you that it has delivered to The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary [$_________ aggregate principal amount of Treasury Securities (CUSIP No. _________)Securities] [$_______ aggregate principal amount of Notes or $_____ principal stated liquidation amount of Treasury Consideration (CUSIP No. _____) Capital Securities or the appropriate Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be,] in exchange for the related [Pledged Notes, Capital Securities or Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] 4.1 of the Pledge Agreement, dated April 7, 2002 (the "Pledge Agreement")2000, among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Capital Securities or Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be,] [Pledged Treasury Securities] related to such [Upper DECSNormal Units] [Stripped DECSUnits]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ _________________________________________ By:______________________________________ Signature Signature Guarantee:______________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Dated: Please print name and address of Registered Holder: _________________________________ _________________________________________ Name Social Security or other Taxpayer Identification Number, if any: any Address _________________________________ _________________________________ _________________________________ 102 EXHIBIT F E FORM OF REMARKETING AGREEMENT
Appears in 1 contract
Samples: Remarketing Agreement (Metlife Inc)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Merger Early Settlement] in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying relating to the number of Stripped DECS Corporate Units evidenced by this Stripped DECS Corporate Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such [Early Settlement Settlement] [Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate Unit Certificate representing any Stripped DECS Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Merger Early Settlement] of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Debt Securities deliverable upon such [Early Settlement Settlement] [Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will agrees to pay any transfer tax payable incident thereto. ---------------------------------- Signature Dated: ____________________ Signature: ___________________________________ --------------------------- Signature Guarantee: _________________________ ------------- Number of DECS Units evidenced hereby as to which [Early Settlement Settlement] [Merger Early Settlement] of the related Forward Purchase Contracts is being elected: REGISTERED HOLDER Please print name and address of Registered Holder: ------------------------------------------------------------------------------- (insert name) ------------------------------------------------------------------------------- (insert address) ------------------------------------------------------------------------------- If shares of Common Stock or Corporate Unit Certificates are to be registered REGISTERED HOLDER in the name of and delivered to to, and Pledged Treasury Debt Securities are to be transferred to to, a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security ------------------------------------------------------------------------------- (insert name) ------------------------------------------------------------------------------- (insert address) ------------------------------------------------------------------------------- (insert social security or other Taxpayer Identification Numbertaxpayer identification number, if any any) Transfer instructions Instructions for Pledged Treasury Debt Securities transferable upon Transferable Upon [Early Settlement] [Merger Early Settlement]: (------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES) ] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of decrease in increase in Number of Number of Number of Corporate Units Corporate Corporate evidenced by this Units Units Global Signature of evidenced by evidenced by Certificate authorized the Amount of Decrease in in Stated Amount the following such signatory of Global Global decrease or Purchase Date Certificate Stated Amount Certificate increase Contract Agent EXHIBIT B FORM OF FACE OF TREASURY Units CERTIFICATE [This certificate is a global certificate within the meaning of the Purchase Contract Agreement hereinafter referred to and is registered in the Global Following Such Signature name of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. The Depository Trust Company, a New York corporation (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge AgreementDepositary"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf or a nominee of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest Depositary. This certificate is exchangeable for certificates registered in the Treasury Portfolio, as name of a person other than the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth Depositary or its nominee only in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (limited circumstances described in the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated and no transfer of this certificate (other than a transfer of this certificate as of , 2002 among a whole by the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders Depositary to a nominee of the Forward Purchase Contracts, that such Holder has elected to pay Depositary or by a nominee of the Depositary to the Collateral Agent, on Depositary or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money another nominee of the United States Depositary) may be registered except in limited circumstances. Unless this certificate is presented by [certified an authorized representative of the Depositary to DQE, Inc. or cashiers check or] wire its agent for registration of transfer, in each case in immediately available funds)exchange or payment, $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:______________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation and any certificate issued is registered in the Security Transfer Agent Medallion Program ("STAMP") name of Cede & Co. or such other "signature guarantee program" name as may be determined is requested by an authorized representative of the Registrar in addition toDepositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), or in substitution forANY TRANSFER, STAMPPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, all in accordance with the Securities Exchange Act of 1934Cede & Co., as amended. Please print name and address of Registered Holder: Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENThas an interest herein.](1)
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement [following a Cash Merger] in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Corporate Units evidenced by this Stripped DECS Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate Units Certificate representing any Stripped DECS Corporate Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Preferred Securities, Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ Signature________________________________________ Signature Signature Guarantee: ___________________________________ Signature Guarantee: _________________________ Number of DECS Securities evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock or Corporate Units Certificates are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Preferred Securities, Pledged Notes or the Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS REGISTERED HOLDER Please print name and address of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ SignatureRegistered Holder: ___________________________________ Signature Guarantee________________________________________ Name Name ___________________________________ ________________________________________ Address Address ___________________________________ ________________________________________ ___________________________________ ________________________________________ ___________________________________ ________________________________________ Social Security or other Taxpayer Identification Number, if any ________________________________ Transfer Instructions for Pledged Preferred Securities or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:________________________________________________ __________________________________________ Signature Signature Guarantee:_______________________________________ Signatures must be guaranteed ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ============================================================================================================= Number of Corporate Amount of increase Amount of decrease Units evidenced by an in Number of in Number of this Global Signature of Corporate Units Corporate Units Certificate authorized signatory evidenced by the evidenced by the following such of Trustee or Date Global Certificate Global Certificate decrease or increase Securities Custodian _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ 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_____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ XXXXXXX X XXXX XX XXXXXXXX XXXXX XXXXXXXXXXX [Xor inclusion in Global Certificates only THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "eligible guarantor institution" meeting DEPOSITARY"), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. _____________________________ CUSIP No. Number of Treasury Units:___________ PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED PSEG FUNDING TRUST I TREASURY UNITS This Treasury Units Certificate certifies that _________________ is the requirements registered Holder of the Registrar, which requirements include membership or participation number of Treasury Units set forth above [For inclusion in the Security Transfer Agent Medallion Program ("STAMP") Global Certificates only - or such other number of Corporate Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Treasury Unit consists of (i) a 1/20 undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Public Service Enterprise Group Incorporated, a New Jersey corporation (the "signature guarantee program" Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as may defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company, to sell, on November 16, 2005 (the "Purchase Contract Settlement Date"), at a price equal to $50 (the "Stated Amount"), a number of newly issued shares of Common Stock, without par value ("Common Stock"), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be determined paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury Unit of which such Purchase Contract is a part. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the "Purchase Contract Payments") equal to 4.00% per year of the Stated Amount. Such Purchase Contract Payments shall be payable to the Person in whose name this Treasury Units Certificate is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer such Purchase Contract Payments as and to the extent set forth in the Purchase Contract Agreement. The Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in New York City or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Security Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Registrar in addition toPurchase Contract Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Pledge Agreement or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Social Security Purchase Contract Agreement or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENTbe valid or obligatory for any purpose.
Appears in 1 contract
Samples: Purchase Contract Agreement (Public Service Enterprise Group Inc)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS PEPS Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS PEPS Units evidenced by this Stripped DECS PEPS Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS PEPS Units Certificate representing any Stripped DECS PEPS Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ ------------------------- ------------------------- Signature Signature Guarantee: _________________________ ----------------------- Number of DECS Securities evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock or PEPS REGISTERED HOLDER Units Certificates are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Preferred Securities, or the Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: Please print name and address of Registered Holder: ------------------------------------ --------------------------- Name Name ---- ---- ------------------------------------ --------------------------- Address Address ------------------------------------ --------------------------- ------------------------------------ --------------------------- ------------------------------------ --------------------------- Social Security or other Taxpayer Identification Number, if any --------------------------- Transfer instructions Instructions for Pledged Treasury Preferred Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,] in exchange for the related , transferable upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,TO BE ATTACHED TO GLOBAL CERTIFICATES], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:______________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENT
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Corporate Units evidenced by this Stripped DECS Corporate Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Securities of such Holder submitted by such Holder for Early Settlement) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate Unit Certificate representing any Stripped DECS Corporate Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debentures or the appropriate Pledged Applicable Ownership Interest in the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ ------------------------------- ------------------------------------ Signature Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:______________________ ----------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Unit Certificates are to be registered in the name of and delivered to and Pledged Debentures, or the Treasury Portfolio, as the case may be, are to be transferred REGISTERED HOLDER to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ------------------------------------- ----------------------------------- Name Name ------------------------------------- ----------------------------------- Address Address ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Social Security or other Taxpayer Identification Number, if anyany Transfer Instructions for Pledged Debentures, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Principal Amount Amount of decrease Amount of increase of this Global Signature of in Principal Amount in Principal Amount Certificate authorized officer of the Global of the Global following such of Trustee or Date Certificate Certificate decrease or increase Securities Custodian ------------------------ ---------------------- ---------------------- 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---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- EXHIBIT F B FORM OF REMARKETING TREASURY UNIT CERTIFICATE THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR RXXXXXXXXXXX XX XXXXXXXX, XXXXXXXE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. _____ CUSIP No. __________ Number of Treasury Units _______ FPL GROUP, INC. Form of Face of Treasury Unit Certificate ([$50] Stated Amount) This Treasury Unit Certificate certifies that ___________ is the registered Holder of the number of Treasury Units set forth above. Each Treasury Unit represents (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a "Purchase Contract") of FPL Group, Inc., a Florida corporation (the "Company"), and (b) a [1/20], or [5%] undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement. All capitalized terms used herein without definition herein shall have the meaning set forth in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units of which such Pledged Treasury Securities are a part under the Purchaser Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and the Company to sell, not later than ___________, 200__ (the "Purchase Contract Settlement Date"), at a price of [$50] in cash (the "Purchase Price"), a number of newly issued shares of Common Stock, $0.01 par value ("Common Stock"), of the Company, equal to the applicable Settlement Rate (as defined below), unless, on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The Settlement Rate is equal to (a) if the Applicable Market Value (as defined below) is equal to or greater than $____ (the "Threshold Appreciation Price"), ____ shares of Common Stock per Purchase Contract, (b) if the Applicable Market Value is less than the Threshold Application Price but is greater than $____, the number of shares of Common Stock per Purchase Contract equal to [$50] divided by the Applicable Market Value, and (c) if the Applicable Market Value is less than or equal to $____, ____ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in the Purchase Contract Agreement. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. The Company shall pay, on each Payment Date in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the "Contract Adjustment Payments") equal to ___% per annum of the Stated Amount; computed on the basis of a 360-day year of twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Unit Certificate (or a Predecessor Treasury Unit Certificate or a Predecessor Corporate Unit Certificate) is registered on the Register at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the Corporate Trust Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Treasury Unit Register or by wire transfer to an account appropriately designated in writing by the Person entitled to payment. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Treasury Unit Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Purchase Contract Agreement (FPL Group Capital Inc)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Treasury Stock Purchase Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Treasury Stock Purchase Units evidenced by this Stripped DECS Treasury Stock Purchase Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Treasury Stock Purchase Units with an aggregate Stated Amount equal to [$1,000 1,000] or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Treasury Stock Purchase Units Certificate representing any Stripped DECS Treasury Stock Purchase Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:: ___________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements Number of Securities evidenced hereby as to which Early Settlement of the Registrar, which requirements include membership related Purchase Contracts is being elected: If shares of Common Stock or participation Treasury Stock Purchase Units Certificates are to be registered in the Security Transfer Agent Medallion Program ("STAMP") or name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print Person's name and address of Registered Holderaddress: Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENT______________________________________ Name ______________________________________ Address
Appears in 1 contract
Samples: Purchase Contract Agreement (Black Hills Corp /Sd/)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Type A Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Type A Units evidenced by this Stripped DECS Type A Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Type A Unit Certificate representing any Stripped DECS Type A Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities Debentures deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:: _____________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements Number of Securities evidenced hereby as to which Early Settlement of the Registrar, which requirements include membership related Purchase Contracts is being elected: If shares of Common Stock or participation Type A Unit REGISTERED HOLDER Certificates are to be registered in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition name of and delivered to, or in substitution forand Pledged Debentures are to be transferred to, STAMPa Person other than the Holder, all in accordance with the Securities Exchange Act of 1934, as amended. please print such Person's name and address: Please print name and address of Registered Holder: ------------------------------------- ------------------------------------- Name Name ------------------------------------- ------------------------------------- Address Address ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENTany _____________________________________
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Treasury Equity Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Warrant Agreement with respect to the Forward Purchase Contracts Warrants underlying the number of Stripped DECS Treasury Equity Units evidenced by this Stripped DECS Treasury Equity Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts Warrants underlying Stripped DECS Treasury Equity with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Treasury Equity Units Certificate representing any Stripped DECS Treasury Equity Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts Warrants is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ Signature: ______________________________________ Signature Signature Guarantee: ___________________________ Number of DECS Securities evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts Warrants is being elected: If shares of Common Stock of Treasury REGISTERED HOLDER Equity Units Certificates are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ SignatureHolder: ______________________________________ Signature Guarantee: ______________________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $Name Name ______________________________________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:______________________________________ Address Address ______________________________________ ______________________________________ ______________________________________ __________________________________________ Signature Signature Guarantee:______________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENT
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Equity Security Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Equity Security Units evidenced by this Stripped DECS Equity Security Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Equity Security Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, subject to the provisions of the within-mentioned Purchase Contract Agreement relating to Early Settlement following a successful remarketing or a Tax Event Redemption Date. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Equity Security Unit Certificate representing any Stripped DECS Equity Security Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Securities Portfolio or the Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS Equity Security Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Securities Portfolio or Pledged Applicable Ownership Interest in the Please print name and address of Tax Event Treasury Portfolio, as the Registered Holder: case may be, are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ ________________________________________ Name Name ___ Signature Signature Guarantee:_________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: ________________________________________ Address Address Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENTany Transfer instructions for Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or the Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event:
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Corporate Units evidenced by this Stripped DECS Corporate Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided that if a Tax Event Redemption, a Successful Initial Remarketing or a Successful Secondary Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders may early settle Corporate Units only in integral multiples of 32,000 Corporate Units. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate Unit Certificate representing any Stripped DECS Corporate Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interest in the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:Guarantee (if assigned to another person): ________________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Unit Certificates are to be registered in the name of and delivered to and pledged Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ______________________________________________ Name ______________________________________________ Address ______________________________________________ ______________________________________________ ______________________________________________ ______________________________________________ REGISTERED HOLDER Please print name and address of Registered Holder: ______________________________________________ Name ______________________________________________ Address ______________________________________________ ______________________________________________ ______________________________________________ ______________________________________________ Social Security or other Taxpayer Identification Number, if any ___________________________________ Transfer Instructions for pledged Notes, or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of decrease Amount of increase Stated Amount of this Signature of authorized signatory in Stated Amount of the in Stated Amount of the Global Certificate following of Purchase Contract Agent or Date Global Certificate Global Certificate such decrease or increase Securities Custodian Agent ____________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________ EXHIBIT B (Xxxx xx Xxxx xx Xxxxxxxx Xxxx Xxxxxxxxxxx) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR RXXXXXXXXXXX XX XXXXXXXX, XXXXXXXE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* No. ________ CUSIP No. Number of Treasury Units _______ 9% TREASURY UNITS This Treasury Unit Certificate certifies that ___________ is the registered Holder of the number of Treasury Units set forth above. Each Treasury Unit represents (i) a 1/20, or 5%, undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with The St. Paul Companies, Inc., a Minnesota corporation (the "Company", which xxxm, as used herein, includes its successors pursuant to the Purchase Contract Agreement). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Units. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units to the accounts designated by them in writing for such purpose no later than 11:00 a.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the ------------------ * To be inserted in Global Certificates only event such payment is received by the Collateral Agent on a day that is not a Business Day or after 10:30 a.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day), and (ii) in the case of the principal of any pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units of which such pledged Treasury Securities are a part under the Purchase Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and the Company to sell, on August 16, 2005 (the "Purchase Contract Settlement Date"), at a price equal to $50 (the "Stated Amount"), a number of newly issued shares of class A common stock, without par value ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, it not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby an amount (the "Contract Adjustment Payments") equal to 3.75% per year of the Stated Amount, computed on the basis of a 360-day year of twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments, if any: EXHIBIT F FORM OF REMARKETING AGREEMENT, shall be payable to the Person in whose name this Treasury Unit Certificate (or a Predecessor Treasury Unit Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments, if any, will be payable at the Corporate Trust Office of the Agent and at the New York Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury Units Register or by wire transfer to the account designated by such Person by prior written notice. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Corporate Unit Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Purchase Contract Agreement (St Paul Companies Inc /Mn/)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Treasury Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Treasury Units evidenced by this Stripped DECS Treasury Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of PCS Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Treasury Units Certificate representing any Stripped DECS Treasury Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar tax payable incident thereto. Dated: :____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ _____________________________ Signature Signature Guarantee: ______________ Signature Signature Guarantee:_______________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of PCS Common Stock or Treasury Units Certificates are to be registered in the name of and delivered to and pledged Treasury Securities are to be transferred to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Name ________________________________ ________________________________ Address ________________________________ ________________________________ ________________________________ Name ________________________________ ________________________________ Address ________________________________ ________________________________ ________________________________ ________________________________ Social Security or other Taxpayer Identification Number, if any Please print name and address of Registered Holder: Social Security Name ________________________________ ________________________________ Address ________________________________ ________________________________ ________________________________ Transfer Instructions for pledged Treasury Securities Upon Early Settlement or other Taxpayer Identification Number, if anya Termination Event: EXHIBIT F FORM OF REMARKETING AGREEMENT________________________________ ________________________________ ________________________________
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Corporate Units evidenced by this Stripped DECS Corporate Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Securities of such Holder submitted by such Holder for Early Settlement) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate Unit Certificate representing any Stripped DECS Corporate Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debentures or the appropriate Pledged Applicable Ownership Interest in the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ ____________________________________________ Signature Signature Guarantee:__________: ____________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Unit Certificates are to be registered in the name of and delivered to and Pledged Debentures, or the Treasury REGISTERED HOLDER Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ______________________________________ ______________________________________ Name Name ______________________________________ ______________________________________ Address Address ______________________________________ ______________________________________ ______________________________________ ______________________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if anyany Social Security or other Taxpayer Identification Number, if any Transfer Instructions for Pledged Debentures, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ------------------------------------------------------------------------------------------------------------- PRINCIPAL AMOUNT OF AMOUNT OF DECREASE AMOUNT OF INCREASE THIS GLOBAL SIGNATURE OF IN PRINCIPAL AMOUNT IN PRINCIPAL AMOUNT CERTIFICATE AUTHORIZED OFFICER OF THE GLOBAL OF THE GLOBAL FOLLOWING SUCH OF TRUSTEE OR DATE CERTIFICATE CERTIFICATE DECREASE OR INCREASE SECURITIES CUSTODIAN ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- EXHIBIT F B FORM OF REMARKETING TREASURY UNIT CERTIFICATE THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR RXXXXXXXXXXX XX XXXXXXXX, XXXXXXXE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. _____ CUSIP No. __________ Number of Treasury Units _______ FPL GROUP, INC. Form of Face of Treasury Unit Certificate ([$50] Stated Amount) This Treasury Unit Certificate certifies that ___________ is the registered Holder of the number of Treasury Units set forth above. Each Treasury Unit represents (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a "Purchase Contract") of FPL Group, Inc., a Florida corporation (the "Company"), and (b) a [1/20], or [5%] undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement. All capitalized terms used herein without definition herein shall have the meaning set forth in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units of which such Pledged Treasury Securities are a part under the Purchaser Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and the Company to sell, not later than ___________, 200__ (the "Purchase Contract Settlement Date"), at a price of [$50] in cash (the "Purchase Price"), a number of newly issued shares of Common Stock, $0.01 par value ("Common Stock"), of the Company, equal to the applicable Settlement Rate (as defined below), unless, on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof.
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS evidenced by this Stripped DECS Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Certificate representing any Stripped DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ ________________________________ Signature Signature Guarantee: ___________ Signature Signature Guarantee:______________________________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock or Stripped DECS Certificates are to be registered in the name of and delivered to and pledged Treasury Securities are to be transferred to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: _______________________________________________________________________________ Name _______________________________________________________________________________ Address _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ________________________________________________________________ Please print name and address of Registered Holder: Social Security _______________________________________________________________________________ Name _______________________________________________________________________________ Address _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Transfer Instructions for pledged Treasury Securities Transferable Upon Early Settlement or other Taxpayer Identification Numbera Termination Event: _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Signature of authorized Amount of Amount of Stated Amount of this signatory of Purchase decrease in Stated increase in Stated Global Certificate Contract Agent or Amount of the Global Amount of the Global following such decrease Securities Custodian Date Certificate Certificate or increase Agent ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT The Chase Manhattan Bank Re: Upper DECS of Cendant Corporation (the "Company") ------------------------------------------------- We hereby notify you in accordance with Section 4.1 4.2 of the Pledge Agreement, if any: EXHIBIT F FORM OF REMARKETING AGREEMENTdated as of July 27, 2001, (the "Pledge Agreement") among the Company, yourselves, as Collateral Agent, Custodial Agent and Securities Intermediary and ourselves, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the holder of the Securities listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities] [$_______ aggregate principal amount of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for an equal Value of [Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Corporate Units evidenced by this Stripped DECS Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders may early settle Corporate Units only in integral multiples of 100,000 Corporate Units. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate Units Certificate representing any Stripped DECS Corporate Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: :____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ _____________________________________ Signature Signature Guarantee (if assigned to another person):______ Signature Signature Guarantee:________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Units REGISTERED HOLDER Certificates are to be registered in the name of and delivered to, and pledged Senior Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to, a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ______________________________________________ _____________________________ Name Name ______________________________________________ _____________________________ Address Address ______________________________________________ _____________________________ ______________________________________________ _____________________________ ______________________________________________ _____________________________ Social Security or other Taxpayer Identification Number, if any ____________________________ Transfer Instructions for pledged Senior Notes, or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ====================================================================================================================== Stated Amount of this Signature Amount of decrease in Amount of increase in Global Certificate of authorized officer Stated Amount of the Stated Amount of the following such of Purchase Contract Date Global Certificate Global Certificate decrease or increase Agent ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ====================================================================================================================== EXHIBIT B (Form of Face of Treasury Units, Series B Certificate) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGIXXXXXXXX XX XXXXXXXX, XXXXXXXX XR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]/1/ No. ________ CUSIP NO. [_] Number of Treasury Units, Series B _____ Treasury Units, Series B This Treasury Units, Series B Certificate ("Treasury Units Certificate") certifies that ____________ is the registered Holder of the number of Treasury Units, Series B ("Treasury Units") set forth above (or such other number as is set forth in Schedule of Increases or Decreases in Global Certificate annexed hereto). Each Treasury Unit represents (i) a 1/40, or 2.5 %, undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Duke Energy Corporation, a North Carolina corporation (the "Company," which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. ______________________ /1/ To be inserted in Global Certificates only. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Units. The Pledge Agreement provides that all payments of principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units to the accounts designated by the Holders by a prior written notice for such purpose no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day), and (ii) in the case of the principal of any pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units of which such pledged Treasury Securities are a part under the Purchase Contracts forming a part of such Treasury Units or by wire transfer to the account designated by such Person by a prior written notice. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on November 16, 2004 (the "Purchase Contract Settlement Date"), at a price equal to $25 (the "Stated Amount"), a number of newly issued shares of Common Stock, no par value ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby an amount (the "Contract Adjustment Payments") equal to 3.68 % per annum of the Stated Amount, computed on the basis of a 360-day year of twelve 30 day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments, if any: EXHIBIT F FORM OF REMARKETING AGREEMENT, shall be payable to the Person in whose name this Treasury Units Certificate (or a Predecessor Treasury Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments, if any, will be payable at the Corporate Trust Office of the Agent and at the New York Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury Units Register or by wire transfer to the account designated by such Person by a prior written notice. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Corporate Units evidenced by this Stripped DECS Corporate Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate Unit Certificate representing any Stripped DECS Corporate Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ ___________________________________ Signature Signature Guarantee: ________ Signature Signature Guarantee:_________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Unit Certificates are to be registered in the name of and delivered to, and Pledged Debt Securities, or the Treasury Portfolio, REGISTERED HOLDER as the case may be, are to be transferred to, a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ________________________________________________________________________________ Name Name ________________________________________________________________________________ Address Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if anyany ______________________________________ Transfer Instructions for Pledged Debt Securities, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Date Amount of decrease Amount of increase Principal Amount of Signature of in Principal Amount in Principal Amount this Global authorized of the Global of the Global Certificate officer of Certificate Certificate following such Trustee or Securities decrease or increase Custodian ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- EXHIBIT F B FORM OF REMARKETING TREASURY UNIT CERTIFICATE THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REXXXXXXXXXX XX XXXXXXXX, XXXXXXXX OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. ____________________ Cusip No. _____________ Number of Treasury Units ___________________ TXU CORP. Treasury Units ($__ Stated Amount) This Treasury Unit Certificate certifies that ___________ is the registered Holder of the number of Treasury Units set forth above. Each Treasury Unit represents (a) a stock purchase contract of TXU Corp., a Texas corporation (the "Company") (as modified and supplemented and in effect from time to time, a "Purchase Contract") and (b) a [1/20], or [5]% undivided beneficial ownership interest in a Treasury Security. All capitalized terms used herein without definition herein have the meaning set forth in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units to the accounts designated by them in writing for such purpose no later than 2:00 p.m. New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day), and (ii) in the case of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units of which such Pledged Treasury Securities are a part under the Purchaser Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and the Company, to sell not later than ____________ (the "Purchase Contract Settlement Date"), at a price of $__ in cash (the "Purchase Price"), a number of newly issued shares of Common Stock, without par value, of the Company including, where applicable, the preference stock purchase rights appurtenant thereto ("Common Stock"), equal to the applicable Settlement Rate (as defined below), unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described below. The "Settlement Rate" is equal to (a) if the Applicable Market Value (as defined below) determined with respect to such Purchase Contract Settlement Date is equal to or greater than $_______ (the "Threshold Appreciation Price"), ______ shares of Common Stock per Purchase Contract, (b) if such Applicable Market Value is less than the Threshold Appreciation Price but is greater than $_____, the number of shares of Common Stock per Purchase Contract equal to $__ divided by the Applicable Market Value and (c) if the Applicable Market Value is less than or equal to $_____, ______ shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in the Purchase Contract Agreement. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. The Company shall pay on each Payment Date other than the Initial Reset Date is not also a regular quarterly Payment Date in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby an amount (the "Contract Adjustment Payments") equal to _____% per annum of the Stated Amount computed on the basis of a 360 day year of twelve 30 day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described below. Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Unit Certificate (or a Predecessor Treasury Unit Certificate or a Predecessor Corporate Unit Certificate) is registered on the Register at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the Corporate Trust Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury Unit Register or by wire transfer to an account appropriately designated in writing by the Person entitled to payment. Unless the context otherwise requires, each provision of this Security shall be part of the Purchase Contracts evidenced hereby. This Security and each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of ____________ (as may be supplemented from time to time, the "Purchase Contract Agreement") between the Company and The Bank of New York, as purchase contract agent and trustee (including any successor thereunder, herein called the "Agent"), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Agent, the Company and the Holders and of the terms upon which the Treasury Unit Certificates are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby, which is settled either through Early Settlement or Cash Settlement, shall obligate the Holder of the related Treasury Unit to purchase at the applicable Purchase Price, and the Company to sell, a number of newly issued shares of Common Stock equal to the applicable Early Settlement Rate or the Settlement Rate, as applicable.
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Equity Security Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Equity Security Units evidenced by this Stripped DECS Equity Security Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Equity Security Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Equity Security Unit Certificate representing any Stripped DECS Equity Security Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities Notes deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________ Signature: ____________________________ Signature Guarantee: _________________________ Number of DECS Stripped Equity Security Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities Notes are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: ___________________________________ Name ___________________________________ Address REGISTERED HOLDER Please print name and address of Registered Holder: ___________________________________ Name Name ---- ---- Address ___________________________________ Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early SettlementSettlement or a Termination Event: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Increase in Global Certificate Stated Amount of the Stated Amount of the Global Following Such Signature of Date Global Certificate Global Certificate Decrease or Increase Authorizing Officer -------------------- ----------------------- ----------------------- ---------------------- --------------------- EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of THE BANK OF NEW YORK, as Collateral Agent] Agent One Wall Street - 27th Floor New York, New York 10286 Re: DECS of Solutia Inc. Eqxxxx Xxxxxxxx Xxxxx xx XXX XXXXXX XXXXXXX (the xxx "CompanyXxxxxny") ------------------------------------ -------------------------------------------------- We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, 2002 (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECSEquity Security Units] [Stripped DECSEquity Security Units] from time to time, that the Holder holder of DECS Equity Security Units and Stripped Equity Security Units listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount Notes, the Applicable Ownership Interest of the Treasury Consideration (CUSIP No. _____) Portfolio or the Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, the appropriate Pledged Applicable Ownership Interest of the Treasury Consideration Portfolio or the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio or the appropriate Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, the appropriate Pledged Applicable Ownership Interest of the Treasury Consideration Portfolio or the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio or the appropriate Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECSEquity Security Units] [Stripped DECSEquity Security Units] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANKTHE BANK OF NEW YORK, AS FORWARD PURCHASE CONTRACT AGENT as Purchase Contract Agent By: _________________________________ -------------------------------- Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:______________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENT
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate Stock Purchase Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Corporate Stock Purchase Units evidenced by this Stripped DECS Corporate Stock Purchase Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate Stock Purchase Unit Certificate representing any Stripped DECS Corporate Stock Purchase Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities Senior Notes deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ___________________________ Signature________________________________ Signature Signature Guarantee: ___________________________________ Signature Guarantee: _________________________ Number of DECS Securities evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock or Corporate Stock REGISTERED HOLDER Purchase Unit Certificates are to be registered REGISTERED HOLDER in the name of and delivered to to, and Pledged Treasury Securities Senior Notes are to be transferred to to, a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ SignatureHolder: _____________________________________ Signature Guarantee_____________________________________ Name Name _____________________________________ _____________________________________ Address Address _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Social Security or other Taxpayer Identification _____________________________________ Number, if any Transfer Instructions for Pledged Senior Notes Transferable Upon Early Settlement or a Termination Event: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:______________________________________________ __________________________________________ Signature Signature Guarantee:_____________________________________ Signatures must ______________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ------------------------------------------------------------------------------------------------------------------------------------ Number of Corporate Amount of decrease in Amount of decrease in Stock Purchase Units Number of Corporate Number of Corporate evidenced by this Signature of authorized Stock Purchase Units Stock Purchase Units Global Certificate officer of Purchase evidenced by the evidenced by the following such Contract Agent or Date Global Certificate Global Certificate decrease or increase Securities Custodian ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ EXHIBIT B FORM OF FACE OF TREASURY STOCK PURCHASE UNIT CERTIFICATE This certificate is a global certificate within the meaning of the Purchase Contract Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Depositary"), or a nominee of the Depositary. This certificate is exchangeable for certificates registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Purchase Contract Agreement and no transfer of this certificate (other than a transfer of this certificate as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the depositary or another nominee of the Depositary) may be guaranteed registered except in limited circumstances. Unless this certificate is presented by an "eligible guarantor institution" meeting the requirements authorized representative of the RegistrarDepositary for registration of transfer, which requirements include membership exchange or participation payment, and any certificate issued is registered in the Security Transfer Agent Medallion Program ("STAMP") name of Cede & Co. or such other "signature guarantee program" name as may be determined is requested by an authorized representative of the Registrar in addition toDepositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein./1/ NO. _______ CUSIP NO. ____________ NUMBER OF TREASURY STOCK PURCHASE UNITS ________ DOMINION RESOURCES, INC. TREASURY STOCK PURCHASE UNITS This Treasury Stock Purchase Unit Certificate certifies that [Cede & Co.]/2/, or registered assigns, is the registered Holder of the number of Treasury Stock Purchase Units set forth above [or such other number as set forth in substitution forthe Schedule of Increases and Decreases in Global Certificate attached hereto] /3/. Each Treasury Stock Purchase Unit consists of (i) the rights and obligations of the Holder under one Purchase Contract with Dominion Resources, STAMPInc., all a Virginia corporation (the "Company") and (ii) a __/__ undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000 and maturing on or prior to ___________, 20___. All capitalized terms used herein which are defined in accordance with the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities Exchange Act constituting part of 1934each Treasury Stock Purchase Unit evidenced hereby have been pledged to the Collateral Agent, as amendedfor the _______________ /1/ Insert in Global Certificates only. Please print name and address of Registered Holder: Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENT/2/ Insert in Global Certificates only. /3/ Insert in Global Certificates only.
Appears in 1 contract
Samples: Purchase Contract Agreement (Dominion Resources Capital Trust Iv)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Certificate hereby irrevocably exercises the option to effect its Early Settlement Right in accordance with the terms of the Forward Purchase Contract Master Unit Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Units evidenced by this Stripped DECS Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Unit Certificate representing any Stripped DECS Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares the released Pledged Securities or the share of Common Stock are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:Signature* Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: ______________________ Signatures must . If released Pledged Securities and shares of Common Stock REGISTERED HOLDER are to be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation registered in the Security Transfer Agent Medallion Program ("STAMP") or name of and delivered to a Person other than the Holder, please print such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Person's Please print name and address of name and address: Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENTany * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Pledged Securities or Stripped Units are to be delivered other than to, and in the name of, the registered Holder.
Appears in 1 contract
Samples: Master Unit Agreement (Southern Co)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Stock Purchase Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Stock Purchase Units evidenced by this Stripped DECS Stock Purchase Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Stock Purchase Units Certificate representing any Stripped DECS Stock Purchase Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________ Signature: ________________________________________ Signature Signature Guarantee: ______________________________ Number of DECS Securities evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock or Stock Purchase Units Certificates are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Notes or the Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _______________________________ Name _______________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Address _______________________________ _______________________________ _______________________________ Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. any _________)] [$______________________ aggregate principal amount REGISTERED HOLDER Please print name and address of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. DateRegistered Holder: _______________________________ SignatureName _______________________________ Address _______________________________ Transfer Instructions for Pledged Notes or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:______________ __________________________________________ Signature Signature Guarantee:_______________________________________ Signatures must be guaranteed ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ===================================================================================================================== Number of Stock Amount of increase Amount of decrease Purchase Units in Number of Stock in Number of Stock evidenced by an this Signature of Purchase Units Purchase Units Global Certificate authorized signatory evidenced by the evidenced by the following such of Trustee or Date Global Certificate Global Certificate decrease or increase Securities Custodian --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- A-18 EXHIBIT B FACE OF TREASURY STOCK PURCHASE CERTIFICATE [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "eligible guarantor institution" meeting DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. ____ CUSIP No.__________ Number of Treasury Stock Purchase Units:___________ BLACK HILLS CORPORATION Treasury Stock Purchase Units This Treasury Stock Purchase Units Certificate certifies that __________________ is the requirements registered Holder of the Registrarnumber of Treasury Stock Purchase Units set forth above. Each Treasury Stock Purchase Unit consists of (i) a [1/40] undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to [$1,000], subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Black Hills Corporation, a South Dakota corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Stock Purchase Units evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Stock Purchase Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Stock Purchase Units Certificate to purchase, and the Company, to sell, on [_______], 200[ ] (the "Purchase Contract Settlement Date"), at a price equal to $[__] (the "Stated Amount"), a number of shares of Common Stock, par value $1.00 ("Common Stock"), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Stock Purchase Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury Stock Purchase Unit of which such Purchase Contract is a part. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Treasury Stock Purchase Unit evidenced hereby, an amount (the "Purchase Contract Payments") equal to ___% per year of the Stated Amount. Such Purchase Contract Payments shall be payable to the Person in whose name this Treasury Stock Purchase Units Certificate is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer such Purchase Contract Payments. Interest on the Notes and distributions with respect to the Applicable Ownership Interest (as specified in clause (B) of the definition of such term) and the Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in New York City or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Security Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which requirements include membership or participation in further provisions shall for all purposes have the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" same effect as may be determined if set forth at this place. Unless the certificate of authentication hereon has been executed by the Registrar in addition toPurchase Contract Agent by manual signature, this Treasury Stock Purchase Units Certificate shall not be entitled to any benefit under the Pledge Agreement or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Social Security Purchase Contract Agreement or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENTbe valid or obligatory for any purpose.
Appears in 1 contract
Samples: Purchase Contract Agreement (Black Hills Corp /Sd/)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Equity Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Equity Units evidenced by this Stripped DECS Equity Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Equity Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Equity Units Certificate representing any Stripped DECS Equity Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS Stripped Equity Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early SettlementSettlement or a Termination Event: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Date Amount of Increase Decrease in Stated Amount of the Global Certificate Amount of Decrease in Increase in Stated Amount of the Global Certificate Stated Amount of the the Global Certificate Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer Signature of Authorized Signatory EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [ ] [name and address of Collateral AgentAddress] Attention: Corporate Trust Department Re: DECS Equity Units of Solutia American Electric Power Company, Inc. (the "“Company"”) ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of June [ ], 2002, (the "“Pledge Agreement"”) among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECSEquity Units] [Stripped DECSEquity Units] from time to time, that the Holder of DECS Equity Units and Stripped Equity Units listed below (the "“Holder"”) has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _____________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECSEquity Units] [Stripped DECSEquity Units] to us in accordance with the Holder's ’s instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK[ ], AS FORWARD PURCHASE CONTRACT AGENT as Forward Purchase Contract Agent By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: Address: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank[ ], as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn[Address] Attention: Institutional Corporate Trust Services Department Telecopy: (000) 000-0000 [ ] Re: DECS Equity Units of Solutia American Electric Power Company, Inc. (the "“Company"”) The undersigned Holder hereby notifies you that it has delivered to [ ], as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. ______________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated June [ ], 2002 (the "“Pledge Agreement"”), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECSEquity Units] [Stripped DECSEquity Units]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: :___________________________________ Signature Guarantee: __:_______________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: Address: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank[ ], as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn[Address] Attention: Institutional Corporate Trust Services Department Telecopy: (000) 000-0000 [ ] Re: DECS Equity Units of Solutia American Electric Power Company, Inc. (the "“Company"”) The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 5.4 of the Forward Purchase Contract Agreement dated as of June [ ], 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's ’s election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS’s Equity Units. Dated:_____________ __________________________________________ Signature Signature Guarantee:______________________ Signatures must be guaranteed by an "“eligible guarantor institution" ” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("“STAMP"”) or such other "“signature guarantee program" ” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENT:
Appears in 1 contract
Samples: Forward Purchase Contract Agreement (American Electric Power Co Inc)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Corporate Units evidenced by this Stripped DECS Corporate Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate Unit Certificate representing any Stripped DECS Corporate Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ___________________________ Signature: ___________________________________ Signature Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: _____________________________________ Signature GuaranteeNumber of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate REGISTERED HOLDER Unit Certificates are to be registered in the name of and delivered to, and Pledged Senior Notes are to be transferred to, a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_____________ as the Purchase Price ______________________________________ Name Name _____________________________________ ______________________________________ Address Address _____________________________________ ______________________________________ _____________________________________ ______________________________________ _____________________________________ ______________________________________ Social Security or other Taxpayer Identification _____________________________________ Number, if any Transfer Instructions for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:Pledged Senior Notes or Treasury Securities Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ __________________________________________ Signature Signature Guarantee:_______________________________________ Signatures must ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: -------------------------------------------------------------------------------------------------------------------------------- Number of Corporate Amount of decrease in Amount of increase in Units evidenced by this Signature of authorized Number of Corporate Number of Corporate Global Certificate officer of Purchase Units evidenced by the Units evidenced by the following such Contract Agent or Date Global Certificate Global Certificate decrease or increase Securities Custodian -------------------------------------------------------------------------------------------------------------------------------- ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ X-00 XXXXXXX X FORM OF FACE OF TREASURY UNIT CERTIFICATE This certificate is a global certificate within the meaning of the Purchase Contract Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Depositary"), or a nominee of the Depositary. This certificate is exchangeable for certificates registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Purchase Contract Agreement and no transfer of this certificate (other than a transfer of this certificate as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the depositary or another nominee of the Depositary) may be guaranteed registered except in limited circumstances. Unless this certificate is presented by an "eligible guarantor institution" meeting the requirements authorized representative of the RegistrarDepositary for registration of transfer, which requirements include membership exchange or participation payment, and any certificate issued is registered in the Security Transfer Agent Medallion Program ("STAMP") name of Cede & Co. or such other name as is requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein./1/ No. _______ CUSIP No. 25746U 50 5 Number of Treasury Units ________ DOMINION RESOURCES, INC. Treasury Units This Treasury Unit Certificate certifies that [Cede & Co.]/2/, or registered assigns, is the registered Holder of the number of Treasury Units set forth above [or such other number as set forth in the Schedule of Increases and Decreases in Global Certificate attached hereto]/3/. Each Treasury Unit consists of (i) the rights and obligations of the Holder under one Purchase Contract with Dominion Resources, Inc., a Virginia corporation (the "signature guarantee program" Company") and (ii) a 1/20 undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000 and maturing on or prior to May 15, 2006. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as may defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Unit. ______________ /1/ Insert in Global Certificates only. /2/ Insert in Global Certificates only. /3/ Insert in Global Certificates only. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and the Company, to sell, on the Purchase Contract Settlement Date, at a price equal to $50 in cash (the "Stated Amount"), a number of shares of Common Stock equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be determined paid on the Purchase Contract Settlement Date by application of the Proceeds from the Treasury Securities at maturity pledged to secure the obligations under such Purchase Contract of the Holder of the Treasury Unit of which such Purchase Contract is a part. The Company shall pay on February 15, May 15, August 15 and November 15 of each year (each, a "Payment Date"), commencing May 15, 2002, in respect of each Purchase Contract evidenced hereby, an amount (the "Contract Adjustment Payments") equal to (a) if a Reset Transaction has not occurred, 3.00% per annum of the Stated Amount or (b) following the occurrence of a Reset Transaction, the Adjusted Contract Adjustment Payment Rate related to such Reset Transaction until any such succeeding Reset Transaction shall occur, in either case, computed on the basis of (i) for any full quarterly period, a 360-day year of twelve 30-day months, (ii) for any period shorter than a full quarterly period, a 30-day month and (iii) for periods less than a month, the actual number of days elapsed per 30-day period). Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Unit Certificate (or a Predecessor Treasury Unit Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury Unit Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Registrar in addition toPurchase Contract Agent by manual signature, this Treasury Unit Certificate shall not be entitled to any benefit under the Purchase Contract Agreement or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Social Security Pledge Agreement or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENTbe valid or obligatory for any purpose.
Appears in 1 contract
Samples: Purchase Contract Agreement (Dominion Resources Inc /Va/)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Corporate Units evidenced by this Stripped DECS Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders may early settle Corporate Units only in integral multiples of [ ] Corporate Units. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate Units Certificate representing any Stripped DECS Corporate Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ ----------------- ----------------------------------------- Signature Signature Guarantee:______________________ Guarantee (if assigned to another person): -------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Units REGISTERED HOLDER Certificates are to be registered in the name of and delivered to, and pledged Senior Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to, a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: -------------------------------------------------------------------------------- Name -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: -------------------------------------------------------------------------------- Name -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if anyany ----------------------------------------- Transfer Instructions for pledged Senior Notes, or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ============================================================================================================================= Stated Amount of this Signature Amount of decrease in Amount of increase in Global Certificate of authorized officer Stated Amount of the Stated Amount of the following such of Purchase Contract Date Global Certificate Global Certificate decrease or increase Agent ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- 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----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ============================================================================================================================= EXHIBIT F FORM B (Form of Face of Treasury Units, Series B Certificate) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF REMARKETING THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR TN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1) No. CUSIP NO. [ ] -------- Number of Treasury Units, Series B ----- Treasury Units, Series B This Treasury Units, Series B Certificate ("Treasury Units Certificate") certifies that ____________ is the registered Holder of the number of Treasury Units, Series B ("Treasury Units") set forth above (or such other number as is set forth in Schedule of Increases or Decreases in Global Certificate annexed hereto). Each Treasury Units represents (i) a 1/40, or 2.5 %, undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Duke Energy Corporation, a North Carolina corporation (the "Company," which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein.
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Equity Security Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Equity Security Units evidenced by this Stripped DECS Equity Security Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Equity Security Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Equity Security Unit Certificate representing any Stripped DECS Equity Security Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities Notes deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: :__________________________ Signature:________________________________ Signature Guarantee:______________________ Number of Stripped Equity Security Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes are to be transferred to a Person other than the Holder, please Please print name and address of print such Person's name and address: Registered Holder: ______________________________________ Signature Guarantee: __________________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- ______________________________________ __________________________________ Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early SettlementSettlement or a Termination Event: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Decrease Stated Amount of the Amount of Decrease in in Stated Amount of Amount of Increase in Global Certificate the Global Stated Amount of the the Global Following Such Signature of Date Certificate Global Certificate Certificate Decrease or Increase Authorizing Officer ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of THE BANK OF NEW YORK, as Collateral Agent] Agent 101 Barclay Street New York, New York 10286 Attn: Corporate Trust Axxxxxxxxxxxxx Re: DECS Equity Security Units of Solutia Inc. DTE ENERGY COMPANY (the "Company") ------------------------------------ ------------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of June 25, 2002, 2002 (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECSEquity Security Units] [Stripped DECSEquity Security Units] from time to time, that the Holder holder of DECS Equity Security Units and Stripped Equity Security Units listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________912803AG8)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount Notes, the Applixxxxx Xxxership Interest of the Treasury Consideration (CUSIP No. _____) Portfolio or the Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, the appropriate Pledged Applicable Ownership Interest of the Treasury Consideration Portfolio or the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio or the appropriate Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, the appropriate Pledged Applicable Ownership Interest of the Treasury Consideration Portfolio or the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio or the appropriate Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECSEquity Security Units] [Stripped DECSEquity Security Units] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANKTHE BANK OF NEW YORK, AS FORWARD PURCHASE CONTRACT AGENT as Purchase Contract Agent By: _____:____________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, the appropriate Applicable Ownership Interest in the Treasury Consideration Portfolio or the appropriate Applicable Ownership Interest in the Tax Event Treasury Portfolio] for the [Pledged Notes, the appropriate Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio or the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio] [Pledged Treasury Securities]: Name: :__________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any: :_______________ Address:_______________________________________________________________________ DTC Account No._______________________________ EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase BankTHE BANK OF NEW YORK, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx101 Barclay Street New York, XX 00000 New York 10286 Attn: Institutional Corporate Trust Services TelecopyAxxxxxxxxxxxxx Xxxxxxxx: (000212) 000896-0000 7298 Re: DECS Equity Security Units of Solutia Inc. DTE ENERGY CXXXXXX (the xxx "CompanyXompany") The undersigned Holder hereby notifies you that it has delivered to The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________912803AG8)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Notes, the approxxxxxx Xxplicable Ownership Interest in the Treasury Consideration (CUSIP No. _____) Portfolio or the appropriate Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio or the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated June 25, 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, the appropriate Pledged Applicable Ownership Interest in the Treasury Consideration Portfolio or the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECSEquity Security Units] [Stripped DECSEquity Security Units]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ____________________ Signature: :___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:______________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: :___________________________ Name:_________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any:______________ Address:______________________________________________________________________ DTC Participant No. _______________________ EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH THE BANK OF NEW YORK, as Purchase Contract Agent 101 Barclay Street New York, New York 10286 Attn: Corporate Trust Axxxxxxxxxxxxx Xxxxxxxx: (212) 896-7298 Re: Equity Security Units of DTE ENERGY CXXXXXX (xxx "Xompany") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement dated as of June 25, 2002 among the Company and yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m., New York City time, on the eighth Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Purchase Contracts related to such Holder's Equity Security Units. Dated: ____________________ Signature: _________________________________ Signature Guarantee: _______________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder:____________________________ Social Security or other Taxpayer Identification Number, if any:_______________ DTC Participant No._____________________ EXHIBIT F FORM OF REMARKETING AGREEMENT
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Corporate Units evidenced by this Stripped DECS Corporate Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate Unit Certificate representing any Stripped DECS Corporate Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ ----------------------------- --------------------------------- Signature Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:______________________ ------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Unit Certificates are to be registered in the name of and delivered to, and Pledged Debt Securities, or the Treasury Portfolio, REGISTERED HOLDER as the case may be, are to be transferred to, a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: _______________________________________________________________________________ Name Name _______________________________________________________________________________ Address Address _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Social Security or other Taxpayer Identification Number, if anyany _________________________________ Transfer Instructions for Pledged Debt Securities, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: -------------------------------------------------------------------------------------------------------------------- Date Amount of decrease Amount of increase Principal Amount of Signature of in Principal Amount in Principal Amount this Global authorized of the Global of the Global Certificate officer of Certificate Certificate following such Trustee or Securities decrease or increase Custodian -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- EXHIBIT F B FORM OF REMARKETING TREASURY UNIT CERTIFICATE THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. ____________________ Cusip No. _____________ Number of Treasury Units ___________________ TXU CORP. Treasury Units ($50 Stated Amount) This Treasury Unit Certificate certifies that ___________ is the registered Holder of the number of Treasury Units set forth above. Each Treasury Unit represents (a) a stock purchase contract of TXU Corp., a Texas corporation (the "Company") (as modified and supplemented and in effect from time to time, a "Purchase Contract") and (b) a 1/20, or 5% undivided beneficial ownership interest in a Treasury Security. All capitalized terms used herein without definition herein have the meaning set forth in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units to the accounts designated by them in writing for such purpose no later than 2:00 p.m. New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day), and (ii) in the case of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units of which such Pledged Treasury Securities are a part under the Purchaser Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and the Company, to sell not later than May 16, 2006 (the "Purchase Contract Settlement Date"), at a price of $50 in cash (the "Purchase Price"), a number of newly issued shares of Common Stock, without par value, of the Company including, where applicable, the preference stock purchase rights appurtenant thereto ("Common Stock"), equal to the applicable Settlement Rate (as defined below), unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described below. The "Settlement Rate" is equal to (a) if the Applicable Market Value (as defined below) determined with respect to such Purchase Contract Settlement Date is equal to or greater than $62.9145 (the "Threshold Appreciation Price"), 0.7947 shares of Common Stock per Purchase Contract, (b) if such Applicable Market Value is less than the Threshold Appreciation Price but is greater than $51.15, the number of shares of Common Stock per Purchase Contract equal to $50 divided by the Applicable Market Value and (c) if the Applicable Market Value is less than or equal to $51.15, 0.9775 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in the Purchase Contract Agreement. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. The Company shall pay on each Payment Date other than the Initial Reset Date is not also a regular quarterly Payment Date in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby an amount (the "Contract Adjustment Payments") equal to 2.325% per annum of the Stated Amount computed on the basis of a 360 day year of twelve 30 day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described below. Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Unit Certificate (or a Predecessor Treasury Unit Certificate or a Predecessor Corporate Unit Certificate) is registered on the Register at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the Corporate Trust Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury Unit Register or by wire transfer to an account appropriately designated in writing by the Person entitled to payment. Unless the context otherwise requires, each provision of this Security shall be part of the Purchase Contracts evidenced hereby. This Security and each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of June 1, 2002 (as may be supplemented from time to time, the "Purchase Contract Agreement") between the Company and The Bank of New York, as purchase contract agent and trustee (including any successor thereunder, herein called the "Agent"), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Agent, the Company and the Holders and of the terms upon which the Treasury Unit Certificates are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby, which is settled either through Early Settlement or Cash Settlement, shall obligate the Holder of the related Treasury Unit to purchase at the applicable Purchase Price, and the Company to sell, a number of newly issued shares of Common Stock equal to the applicable Early Settlement Rate or the Settlement Rate, as applicable.
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate PIES Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Merger Early Settlement] in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying relating to the number of Stripped DECS Corporate PIES evidenced by this Stripped DECS Corporate PIES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such [Early Settlement Settlement] [Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate PIES Certificate representing any Stripped DECS Corporate PIES evidenced hereby as to which [Early Settlement Settlement] [Merger Early Settlement] of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities Senior Notes deliverable upon such [Early Settlement Settlement] [Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will agrees to pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: _Dated:__________________________________ Signature Guarantee:____________________ Number of PIES evidenced hereby as to which [Early Settlement] [Merger Early Settlement] of the related Purchase Contracts is being elected: REGISTERED HOLDER Please print name and address of Registered Holder: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ ____________________________________________ Signature Signature Guarantee:(insert name) ________________________________________________________________________________ Signatures must (insert address) ________________________________________________________________________________ If shares of Common Stock or Corporate PIES Certificates are to be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation registered in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition name of and delivered to, or in substitution forand Pledged Senior Notes are to be transferred to, STAMPa Person other than the Holder, all in accordance with the Securities Exchange Act of 1934, as amended. Please please print such Person's name and address of Registered Holderaddress: Social Security ________________________________________________________________________________ (insert name) ________________________________________________________________________________ (insert address) ________________________________________________________________________________ (insert social security or other Taxpayer Identification Numbertaxpayer identification number, if any) Transfer Instructions for Pledged Senior Notes Transferable Upon [Early Settlement] [Merger Early Settlement]: ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Corporate PIES Amount of decrease in Amount of increase in evidenced by this Signature of Number of Corporate Number of Corporate Global Certificate authorized signatory PIES evidenced by the PIES evidenced by the following such of Purchase Contract Date Global Certificate Global Certificate decrease or increase Agent --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- --------------- --------------------- --------------------- ------------------------ ----------------------- EXHIBIT F B FORM OF REMARKETING AGREEMENTFACE OF TREASURY PIES CERTIFICATE [This certificate is a global certificate within the meaning of the Purchase Contract Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Depositary"), or a nominee of the Depositary. This certificate is exchangeable for certificates registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Purchase Contract Agreement and no transfer of this certificate (other than a transfer of this certificate as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances.
Appears in 1 contract
Samples: Purchase Contract Agreement (Sierra Pacific Resources /Nv/)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Units evidenced by this Stripped DECS Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Units Certificate representing any Stripped DECS Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature:--------------------------- Signature Guarantee: _________________________ ------------------- Number of DECS Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are REGISTERED HOLDER to be registered REGISTERED HOLDER in the name of and delivered to and Please print name and address Pledged Treasury Securities of Registered Holder: are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: ------------------------------ ------------------------------ Name Name ---- ---- ------------------------------ ------------------------------ Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early SettlementSettlement [or a Termination Event]: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount Decrease in Amount of of the Global Stated Increase in Certificate Amount of Decrease in in Stated Amount of Following the Global Certificate Stated Amount of the the Global Following Such Decrease Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address The Bank of Collateral Agent] New York, as Custodial Agent 000 Xxxxxxx Xxxxxx New York, NY 10286 Re: DECS Equity Security Units of Solutia Inc. Northrop Grumman Corporation (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of November __, 20022001, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECSNormal Units] [Stripped DECSUnits] from time to time, that the Holder holder of DECS Units listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECSNormal Units] [Stripped DECSUnits] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANKBank, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ as Purchase Contract Agent By:----------------------- Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: Address: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS Equity Security Units of Solutia Inc. Northrop Grumman Corporation (the "Company") The undersigned Holder hereby notifies you that it has delivered to The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated November __, 2002 2001 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECSNormal Units] [Stripped DECSUnits]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: __:_________________________________ Signature Guarantee: _________________________ Guarantee:------------------------ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: Address: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS Equity Security Units of Solutia Inc. Northrop Grumman Corporation (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 5.5 of the Forward Purchase Contract Agreement dated as of _________, 2002 2001 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECSNormal Units. Dated:_____________ __________________________________________ ---------------------------------- Signature Signature Guarantee:______________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: Social Security or other Taxpayer Identification Number, if any: EXHIBIT F FORM OF REMARKETING AGREEMENT___________________
Appears in 1 contract
Samples: Purchase Contract Agreement (Northrop Grumman Corp /De/)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Corporate Units evidenced by this Stripped DECS Corporate Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Securities of such Holder submitted by such Holder for Early Settlement) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate Unit Certificate representing any Stripped DECS Corporate Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debentures or the appropriate Pledged Applicable Ownership Interest in the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ ------------------------------- ---------------------------------------- Signature Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:______________________ ----------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Unit Certificates are to be registered in the name of and delivered to and Pledged Debentures, or the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the REGISTERED HOLDER Holder, please print such Person's name and address: Please print name and address of Registered Holder: ------------------------------------- -------------------------------------- Name Name ------------------------------------- -------------------------------------- Address Address ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if anyany Transfer Instructions for Pledged Debentures, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: -------------------- ------------------ ------------------ ----------------- ------------------ PRINCIPAL AMOUNT OF THIS SIGNATURE OF AMOUNT OF AMOUNT OF GLOBAL AUTHORIZED DECREASE IN INCREASE IN CERTIFICATE OFFICER OF PRINCIPAL AMOUNT PRINCIPAL AMOUNT FOLLOWING SUCH TRUSTEE OR OF THE GLOBAL OF THE GLOBAL DECREASE OR SECURITIES DATE CERTIFICATE CERTIFICATE INCREASE CUSTODIAN -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ EXHIBIT F B FORM OF REMARKETING TREASURY UNIT CERTIFICATE THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR RXXXXXXXXXXX XX XXXXXXXX, XXXXXXXE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. _____ CUSIP No. __________ Number of Treasury Units _______ FPL GROUP, INC. Form of Face of Treasury Unit Certificate ([$50] Stated Amount) This Treasury Unit Certificate certifies that ___________ is the registered Holder of the number of Treasury Units set forth above. Each Treasury Unit represents (a) a stock purchase contract (as modified and supplemented and in effect from time to time, a "Purchase Contract") of FPL Group, Inc., a Florida corporation (the "Company"), and (b) a [1/20], or [5%] undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement. All capitalized terms used herein without definition herein shall have the meaning set forth in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units of which such Pledged Treasury Securities are a part under the Purchaser Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and the Company to sell, not later than ___________, 200__ (the "Purchase Contract Settlement Date"), at a price of [$50] in cash (the "Purchase Price"), a number of newly issued shares of Common Stock, $0.01 par value ("Common Stock"), of the Company, equal to the applicable Settlement Rate (as defined below), unless, on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof.
Appears in 1 contract
Samples: Purchase Contract Agreement (FPL Group Capital Inc)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Stock Purchase Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Stock Purchase Units evidenced by this Stripped DECS Stock Purchase Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Stock Purchase Units Certificate representing any Stripped DECS Stock Purchase Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Preferred Securities, Pledged [Subordinated] Notes or the appropriate Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ______________ _________________________________ Signature Signature Guarantee: ________________ Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stock Purchase Units Certificates are to be registered in the name of and delivered to and Pledged Preferred Securities, Pledged [Subordinated] Notes or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ ___________________________________ Name Name ________ Signature Signature Guarantee:____________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please print name and address of Registered Holder: ___________________________________ Address Address ___________________________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ Social Security or other Taxpayer Identification Number, if anyany _____________________________________ Transfer Instructions for Pledged Preferred Securities or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Stock Amount of increase in Amount of decrease in Purchase Units Number of Stock Number of Stock evidenced by this Date Purchase Units Purchase Units Global Certificate Signature of authorized evidenced by the evidenced by the following such signatory of Trustee or Global Certificate Global Certificate decrease or increase Securities Custodian EXHIBIT F FORM B FACE OF REMARKETING AGREEMENTTREASURY STOCK PURCHASE CERTIFICATE [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. ____ CUSIP No._____________ Number of Treasury Stock Purchase Units:___________ WIDEPOINT CORPORATION _____________TRUST TREASURY STOCK PURCHASE UNITS This Treasury Stock Purchase Units Certificate certifies that __________________ is the registered Holder of the number of Treasury Stock Purchase Units set forth above. Each Treasury Stock Purchase Unit consists of (i) a 1/40 undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with WidePoint Corporation, a Delaware corporation (the "COMPANY"). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Stock Purchase Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Stock Purchase Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Stock Purchase Units Certificate to purchase, and the Company, to sell, on _____________ (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $25 (the "STATED AMOUNT"), a number of shares of Common Stock, without par value ("COMMON STOCK"), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Stock Purchase Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICE") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury Stock Purchase Unit of which such Purchase Contract is a part. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Treasury Stock Purchase Unit evidenced hereby, an amount (the "PURCHASE CONTRACT PAYMENTS") equal to ___% per year of the Stated Amount. Such Purchase Contract Payments shall be payable to the Person in whose name this Treasury Stock Purchase Units Certificate is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer such Purchase Contract Payments. Distributions on the Preferred Securities and the Applicable Ownership Interest (as specified in clause (B) of the definition of such term) and the Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in New York City or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Security Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Stock Purchase Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Type B Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Type B Securities evidenced by this Stripped DECS Type B Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Type B Securities with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock Shares deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Type B Certificate representing any Stripped DECS Type B Securities evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ -------------- --------------------------- Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:______________________ ------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If Common Shares of Type B Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ----------------------- -------------------------- Name Name ----------------------- -------------------------- Address Address -------------------------- Social Security or other Taxpayer Identification Number, if anyany Transfer Instructions for Pledged Treasury Securities Transferable Upon Early Settlement or a Termination Event: EXHIBIT F FORM OF REMARKETING AGREEMENT----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- -----------------------------------------------------------------------
Appears in 1 contract
Samples: Form of Purchase Contract Agreement (Arvin Industries Inc)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Corporate Units evidenced by this Stripped DECS Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders may early settle Corporate Units only in integral multiples of [ ] Corporate Units. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate Units Certificate representing any Stripped DECS Corporate Units evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________ Signature Signature Guarantee: _________ Signature Signature Guarantee:___________________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Units Certificates are to be registered in the name of and delivered to, and pledged Senior Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to, a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Transfer Instructions for pledged Senior Notes, or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Date Amount of decrease in Stated Amount of the Global Certificate Amount of increase in Stated Amount of the Global Certificate Stated Amount of the Global Certificate following such decrease or increase Signature of authorized officer of Purchase Contract Agent Exhibit B to Purchase Contract Agreement (Form of Face of Treasury Units Certificate) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3 No. ________ CUSIP NO. [____] Number of Treasury Units _____ CENTURYTEL, INC. Treasury Units ($25 Stated Amount) This Treasury Units Certificate ("Treasury Units Certificate") certifies that CEDE & CO. is the registered Holder of the number of Treasury Units ("Treasury Units") set forth above (or such other number as is set forth in Schedule of Increases or Decreases in Global Certificate annexed hereto). Each Treasury Unit represents (i) a 1/40, or 2.5%, undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with CenturyTel, Inc., a Louisiana corporation (the "Company," which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement). All capitalized terms used herein that are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Units. The Pledge Agreement provides that all payments of principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units to the accounts designated by the Holders by a prior written notice for such purpose no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day), and (ii) in the case of the principal of any pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units of which such pledged Treasury Securities are a part under the Purchase Contracts forming a part of such Treasury Units or by wire transfer to the account designated by the Company by a prior written notice. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on [ ], 2005 (the "Purchase Contract Settlement Date"), at a price equal to $25 (the "Stated Amount"), a number of newly issued shares of Common Stock, $1.00 par value ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or a Merger Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby an amount (the "Contract Adjustment Payments") equal to [ ]% per annum of the Stated Amount, computed on the basis of a 360-day year of twelve 30 day months. Such Contract Adjustment Payments, if any: EXHIBIT F FORM OF REMARKETING AGREEMENT, shall be payable to the Person in whose name this Treasury Units Certificate (or a Predecessor Treasury Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments, if any, will be payable at the Corporate Trust Office of the Agent and at the New York Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury Units Register or by wire transfer to the account designated by such Person by a prior written notice. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Form of Purchase Contract Agreement (Centurytel Inc)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Corporate PIES Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Merger Early Settlement] in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying relating to the number of Stripped DECS Corporate PIES evidenced by this Stripped DECS Corporate PIES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock deliverable upon such [Early Settlement Settlement] [Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Corporate PIES Certificate representing any Stripped DECS Corporate PIES evidenced hereby as to which [Early Settlement Settlement] [Merger Early Settlement] of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities Senior Notes deliverable upon such [Early Settlement Settlement] [Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will agrees to pay any transfer tax payable incident thereto. _____________________________ Signature Dated: ______________________ SignatureSignature Guarantee: ________ Number of PIES evidenced hereby as to which [Early Settlement] [Merger Early Settlement] of the related Purchase Contracts is being elected: REGISTERED HOLDER Please print name and address of Registered Holder: ___________________________________ Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:(insert name) ________________________________________________________________________________ Signatures must (insert address) ________________________________________________________________________________ If shares of Common Stock or Corporate PIES Certificates are to be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation registered in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition name of and delivered to, or in substitution forand Pledged Senior Notes are to be transferred to, STAMPa Person other than the Holder, all in accordance with the Securities Exchange Act of 1934, as amended. Please please print such Person's name and address of Registered Holderaddress: Social Security ________________________________________________________________________________ (insert name) ________________________________________________________________________________ (insert address) ________________________________________________________________________________ (insert social security or other Taxpayer Identification Numbertaxpayer identification number, if any) Transfer Instructions for Pledged Senior Notes Transferable Upon [Early Settlement] [Merger Early Settlement]: EXHIBIT F ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Corporate PIES Amount of decrease in Amount of increase in evidenced by this Signature of Number of Corporate Number of Corporate Global Certificate authorized signatory PIES evidenced by the PIES evidenced by the following such of Purchase Contract Date Global Certificate Global Certificate decrease or increase Agent ---- --------------------- --------------------- ------------------------ -------------------- ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ ____ _____________________ _____________________ ________________________ ____________________ XXXXXXX X FORM OF REMARKETING AGREEMENTFACE OF TREASURY PIES CERTIFICATE [This certificate is a global certificate within the meaning of the Purchase Contract Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Depositary"), or a nominee of the Depositary. This certificate is exchangeable for certificates registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Purchase Contract Agreement and no transfer of this certificate (other than a transfer of this certificate as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances.
Appears in 1 contract
Samples: Purchase Contract Agreement (Sierra Pacific Resources /Nv/)
ELECTION TO SETTLE EARLY. The undersigned Holder of this Stripped DECS Type A Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Stripped DECS Type A Securities evidenced by this Stripped DECS Type A Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Stripped DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate or book-entry interest for shares of Common Stock Shares deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped DECS Type A Certificate representing any Stripped DECS Type A evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the appropriate Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ Signature: ___________________________________ ----------------------- --------------------------------- Signature Signature Guarantee: _________________________ Number of DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock are to be registered REGISTERED HOLDER in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please Please print name and address print such Person's name and address: of Registered Holder: Name Name ---- ---- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Treasury Securities transferable upon Early Settlement: (TO BE ATTACHED TO GLOBAL CERTIFICATES) SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Amount of Increase Stated Amount of the Amount of Decrease in in Stated Amount of Global Certificate Stated Amount of the the Global Following Such Signature of Date Global Certificate Certificate Decrease or Increase Authorizing Officer EXHIBIT C INSTRUCTION FROM FORWARD PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [name and address of Collateral Agent] Re: DECS of Solutia Inc. (the "Company") ------------------------------------ We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of , 2002, (the "Pledge Agreement") among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary and us, as Forward Purchase Contract Agent and as attorney-in-fact for the holders of [Upper DECS] [Stripped DECS] from time to time, that the Holder of DECS listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ aggregate principal amount of Treasury Consideration (CUSIP No. _____) or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes, the Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Upper DECS] [Stripped DECS] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: _____________________ JPMORGAN CHASE BANK, AS FORWARD PURCHASE CONTRACT AGENT By: _________________________________ Name: Title: Please print name and address of Registered Holder electing to substitute [Treasury Securities] [Notes, Treasury Consideration or the appropriate Applicable Ownership Interest in the Treasury Portfolio] for the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio] [Pledged Treasury Securities]: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT D INSTRUCTION TO FORWARD PURCHASE CONTRACT AGENT JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to , as Collateral Agent, Custodial Agent and Securities Intermediary [$_______ aggregate principal amount of Treasury Securities (CUSIP No. _________)] [$_______ aggregate principal amount of Notes or $_____ principal amount of Treasury Consideration (CUSIP No. _____) or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated , 2002 (the "Pledge Agreement"), among you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be] [Pledged Treasury Securities] related to such [Upper DECS] [Stripped DECS]. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Date: ___________________ Signature: ___________________________________ Signature Guarantee: _________________________ Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH JPMorgan Chase Bank, as Forward Purchase Contract Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Institutional Trust Services Telecopy: (000) 000-0000 Re: DECS of Solutia Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.3 of the Forward Purchase Contract Agreement dated as of , 2002 among the Company and yourselves, as Forward Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Forward Purchase Contracts, that such Holder has elected to pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Stock Purchase Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Forward Purchase Contract on the Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Forward Purchase Contracts related to such Holder's Upper DECS. Dated:_____________ __________________________________________ Signature Signature Guarantee:______________________ ----- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If Common Shares or Type A Certificates are to be registered in the name of and delivered to and Pledged Debt Securities, or the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ----------------------------- --------------------------------- Name Name ----------------------------- --------------------------------- Address Address --------------------------------- Social Security or other Taxpayer Identification Number, if anyany Transfer Instructions for Pledged Debt Securities, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- -79- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ============================================================================================================ Amount of Amount of Principal Amount Signature of decrease in increase in of this Global authorized Principal Principal Certificate officer of Amount Amount following such Trustee or of the Global of the Global decrease or Securities Date Certificate Certificate increase Custodian ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------- =========================================================================================================== EXHIBIT F FORM B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF REMARKETING THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT THEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREIN. No.___________ Number of Type B Securities __________ CUSIP No. ___________ Form of Face of Type B Certificate This Type B Certificate certifies that ___________________is the registered Holder of the number of Type B Securities set forth above. Each Type B Security represents (i) a 1/100 undivided beneficial ownership interest, of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Xxxxx Industries, Inc., an Indiana corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Type B Securities evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Type B Securities. Each Purchase Contract evidenced hereby obligates the Holder of this Type B Certificate to purchase, and the Company, to sell, on _______________ (the "Purchase Contract Settlement Date"), at a price equal to $_______ (the "Stated Amount"), a number of Common Shares, $2.50 par value per share ("Common Shares"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Type B Securities of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price for the Common Shares purchased pursuant to each Purchase Contract evidenced hereby will be paid by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract evidenced hereby an amount (the "Contract Adjustment Payments") equal to ____% per annum of the Stated Amount, computed on the basis of the actual number of days elapsed in a year of 360 day year of twelve 30 day months, as the case may be, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments shall be payable to the Person in whose name this Type B Certificate (or a Predecessor Type B Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in __________________________ or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Type B Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Type B Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Form of Purchase Contract Agreement (Arvin Industries Inc)
