The Auction Agent. 17 6.1 Duties and Responsibilities..................................................17 6.2 Rights of the Auction Agent..................................................18 6.3 Auction Agent's Disclaimer...................................................18 6.4 Compensation, Expenses and Indemnification...................................18
The Auction Agent. 9 3.1 Duties and Responsibilities................................ 9 3.2 Rights of the Auction Agent............................... 10 3.3 Auction Agent's Disclaimer................................ 11
The Auction Agent. 3.1 Duties and Responsibilities of the Auction Agent.
3.2 Rights of the Auction Agent.
The Auction Agent. Section 3.01.
The Auction Agent as Dividend and Redemption Price Disbursing Agent The Auction Agent, as dividend and redemption price disbursing agent, shall pay to the Holders of shares of Preferred Shares of any series (i) on each Dividend Payment Date for such series, dividends on the shares of Preferred Shares of such series, (ii) on any date fixed for redemption of shares of Preferred Shares of any series, the Redemption Price of any shares of such series called for redemption and (iii) any late charge related to any payment of dividends or Redemption Price, in each case after receipt of the necessary funds from the Fund with which to pay such dividends, Redemption Price or late charge. The amount of dividends for any Dividend Period for any series of Preferred Shares to be paid by the Auction Agent to the Holders of such shares of such series will be determined by the Fund as set forth in Section 2 of Part I of the Statement with respect to such series. The Redemption Price of any shares to be paid by the Auction Agent to the Holders will be determined by the Fund as set forth in Section 3 of Part I of the Statement with respect to such series. The Fund shall notify the Auction Agent in writing of a decision to redeem shares of any series of Preferred Shares as provided in paragraph (b) of Section 3 of Part I of the Statement. Such notice by the Fund to the Auction Agent shall contain the information required by paragraph (b) of Section 3 of Part I of the Statement to be stated in the notice of redemption required to be mailed by the Auction Agent to such Holders.
The Auction Agent. 23 6.1 Duties and Responsibilities................................. 23 6.2 Rights of the Auction Agent................................. 23 6.3 Auction Agent's Disclaimer.................................. 24 6.4 Compensation, Expenses and Indemnification.................. 24 SECTION 7 MISCELLANEOUS.............................................. 25 7.1 Term of Agreement........................................... 25 7.2 Communications.............................................. 25 7.3 Entire Agreement............................................ 26 7.4 Benefits.................................................... 27 7.5 Amendment; Waiver........................................... 27 7.6 Successors and Assigns...................................... 27
The Auction Agent. 3.1. Duties and Responsibilities ---------------------------
(a) The Auction Agent is acting hereunder solely as agent for the Corporation and owes no fiduciary duties to any person by reason of this Broker- Dealer Agreement.
(b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Broker-Dealer Agreement, and no implied covenants or obligations shall be read into this Broker-Dealer Agreement against the Auction Agent.
(c) In the absence of bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered, or omitted or for any error of judgment made by it in the performance of its duties under this Broker-Dealer Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts.
The Auction Agent. 8 4.1. Duties and Responsibilities.....................................................................8 4.2. Rights of the Auction Agent.....................................................................8 4.3. Auction Agent's Disclaimer......................................................................8 BROKER-DEALER AGREEMENT dated as of December __, 1999, between BANKERS TRUST COMPANY, a New York banking corporation ("Bankers Trust") (not in its individual capacity, but solely as agent (the "Auction Agent") of EOG Resources, Inc., a Delaware corporation (the "Company"), pursuant to authority granted to it under the Auction Agent Agreement) and LEHMXX XXXTHERS INC. (together with its successors and assigns, "BD"). The Company has issued 500 shares of its Flexible Money Market Cumulative Preferred Stock designated Flexible Money Market Cumulative Preferred Stock (MMP(R)), Series C (with par value $0.01 and a liquidation preference of $100,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared)), pursuant to the Company's Certificate of Designations (as defined below). The shares of MMP are sometimes referred to together herein as "Shares". The Company's Certificate of Designations provides that the dividend rate on each Share for each Subsequent Dividend Period shall be the Applicable Rate therefor, which in each case, in general shall be the rate per annum that the Auction Agent advises results from implementation of the Auction Procedures (as defined below) with respect to the Shares. The Board of Directors of the Company has adopted a resolution appointing Bankers Trust as Auction Agent for purposes of the Auction Procedures with respect to the Shares, and pursuant to Section 2.6(c) of the Auction Agent Agreement (as defined below), the Company has requested and directed the Auction Agent to execute and deliver this Agreement. The Auction Procedures require the participation of one or more Broker-Dealers.
The Auction Agent. 3.1 Duties and Responsibilities of the Auction Agent.................................................. 3.2 Representations and Warranties of the Auction Agent............................................... 3.3
The Auction Agent. 11
3.1 Duties and Responsibilities of the Auction Agent. 11
