EXHIBIT 10.4
REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
CNH GLOBAL N.V.
AND
JPMORGAN CHASE BANK
TABLE OF CONTENTS
Page
----
Article 1 Terms of Appointment, Duties of the Bank................................ 1
Article 2 Fees and Expenses....................................................... 3
Article 3 Representations and Warranties of the Bank.............................. 4
Article 4 Representations and Warranties of the Company........................... 5
Article 5 Conversion of Foreign Currency.......................................... 5
Article 6 Shareholders' Meetings.................................................. 5
Article 7 Indemnification......................................................... 5
Article 8 Standard of Care........................................................ 8
Article 9 Covenants of the Company and the Bank................................... 8
Article 10 Termination of Agreement................................................ 9
Article 11 Assignment............................................................. 10
Article 12 Amendment.............................................................. 10
Article 13 New York Law to Apply.................................................. 10
Article 14 Merger of Agreement.................................................... 11
Article 15 Counterparts........................................................... 11
SIGNATURES..................................................................................... 12
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 8th day of April, 2003, by and between CNH
Global N.V., a corporation organized under the laws of the Kingdom of the
Netherlands, having its registered office at World Trade Center, Amsterdam
Airport, Xxxxxxx Xxxxxxxxx 000, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx (the
"Company") and JPMorgan Chase Bank, a New York Company having its principal
office and place of business at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000 (the "Bank").
WHEREAS, the Company desires to appoint the Bank as its registrar,
transfer agent, dividend disbursing agent and agent in connection with certain
other activities and the Bank desires to accept such appointment; and
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE 1 TERMS OF APPOINTMENT: DUTIES OF THE BANK
1.01 Subject to the terms and conditions set forth in this
Agreement, the Company hereby employs and appoints the Bank to
act as, and the Bank agrees to act as U.S. registrar, transfer
agent for the Company's authorized and issued preferred shares
("Shares") and dividend disbursing agent. The Bank shall act
solely as agent for the Company under this Agreement and owes
no duties hereunder to any other person. The Bank undertakes
to perform the duties and only the duties that are
specifically set forth in this Agreement, and no implied
covenants or obligations shall be read into this Agreement
against the Bank.
1.02 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time
to time by agreement between the Company and the
Bank, the Bank shall:
(i) issue and record in the Share register the
appropriate number of Shares as authorized
and hold such Shares in the appropriate
Shareholder account;
(ii) effect transfers of Shares by the registered
owners thereof upon receipt of appropriate
documentation;
(iii) prepare and transmit payments for dividends
and
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distributions declared by the Company;
(iv) maintain a direct registration system for
the Shares, pursuant to which the Bank may
record the ownership of uncertificated
Shares, which ownership shall be evidenced
by periodic statements issued from time to
time;
(v) issue direct registration system statements
for those certificates alleged to have been
lost, stolen or destroyed upon receipt by
the Bank and the Company of indemnification
satisfactory to it and protecting it, and,
the Bank at its option, may issue
replacement certificates in place of
mutilated Share certificates upon
presentation thereof and without such
indemnity; and
(b) In addition to and not in lieu of the services set
forth in the above paragraph (a), the Bank shall
perform all of the customary services of a registrar,
transfer agent, and dividend disbursing agent as
described in Article 1 consistent with those
requirements in effect as of the date of this
Agreement. The detailed definition, frequency,
limitations and associated costs (if any) described
in the following fee section, include but are not
limited to maintaining all Shareholder accounts,
preparing Shareholder meeting lists, mailing proxies,
and mailing Shareholder reports to current
Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts where applicable,
preparing and filing U.S. Treasury Department Forms
1099 and other appropriate forms required with
respect to dividends and distributions by federal
authorities for all registered Shareholders,
preparing and mailing confirmation forms and
statements of account to Shareholder accounts, and
providing Shareholder account information.
(c) The Bank shall provide additional services on behalf
of the Company (i.e., escheatment services) which may
be agreed upon in writing between the Company and the
Bank.
(d) Upon and in accordance with written instructions from
the Company, you are hereby authorized and
instructed, for the purpose of original issue, to
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issue and record certificates in book-entry form on
the Direct Registration System, to issue, record and
countersign physical certificates, if so requested,
in such name or names and for the number of Shares
covered by such instructions and to deliver the same
in accordance with such instructions. Accompanying
such instructions, the Company shall provide the Bank
with (i) A copy of the resolutions adopted by the
Board of Directors of the Company authorizing and
approving the specific issuance, (ii) in the case of
an issuance not related to a public or private
capital raising of securities, a written instruction
signed by an authorized person setting forth as to
each person or entity to whom Shares are to be
issued, the name, address, tax identification number
(certified by the prospective holder pursuant to
requirements of the Internal Revenue Code and
applicable regulations), the number of Shares to be
issued to such person and the existence of any
transfer restrictions to be placed upon such Shares,
(iii) Opinion of counsels for the Company, addressed
to JPMorgan Chase Bank, to the effect that: (a) the
Shares to be issued, are duly authorized and issuable
and upon issuance will fully paid and are
non-assessable; (b) the certificates (including
through the Direct Registration System) will entitle
the persons to whom the Shares are issued with the
benefits of ownership of such Shares; (c) this
Agreement was duly authorized, executed and delivered
by the Company and is a legal, valid and binding
obligation of the Company enforceable against it in
accordance with its terms; (d) this Agreement
constitutes a valid and binding agreement of the
Company under New York law, (e) the Shares to be
issued are duly registered under the Securities Act
of 1933, as amended, and such registration has become
effective, or are exempt from such registration; and
have been duly registered under the Securities
Exchange Act of 1934, as amended, or are exempt from
such registration; (f) the Company has paid or caused
to be paid all taxes, if any, which were payable upon
or in respect of the original issuance of the Shares
to be issued; and (g) the issuance of the Shares does
not and will not conflict
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with, violate, or result in a breach of, the terms,
conditions or provisions of, or constitute a default
under, the charter or the by-laws of the Company, any
law or regulation, any order or decree of any court
or public authority having jurisdiction, or any
mortgage, indenture, contract, agreement or
undertaking to which the Company is a party or by
which it is bound.
(e) Before countersigning for original issue any
certificates or issuing Shares through the Direct
Registration System the Company shall furnish the
Bank with sufficient funds in U.S. dollars to pay all
applicable stock stamp taxes, if any, on such issue.
The Bank shall be entitled to rely on the information
furnished to it by the Company regarding the amount
of such tax. The Company will indemnify the Bank and
hold it harmless for any additional amounts it or its
agents become liable to pay. If no such taxes are
payable, the Bank shall be furnished with an opinion
of counsel to that effect.
ARTICLE 2 FEES AND EXPENSES
2.01 For the performance by the Bank pursuant to this Agreement,
the Company agrees to pay the Bank an annual maintenance fee
as set out in an agreement between the Company and the Bank.
Such fees and out-of-pocket expenses and advances identified
under Section 2.02 below may be changed from time to time
subject to mutual written agreement between the Company and
the Bank.
2.02 In addition to the fee paid under Section 2.01 above, the
Company agrees to reimburse the Bank for out-of-pocket
expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche,
records storage or advances incurred by the Bank for the items
set out in the separate fee schedule herein referred to. In
addition, any other expenses incurred by the Bank at the
request or with the consent of the Company will be reimbursed
by the Company.
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2.03 The Company agrees to pay all fees and reimbursable expenses
within thirty days following the receipt of the respective
billing notice. Postage and the cost of materials for mailing
of dividends, proxies, Company reports and other mailings to
all Shareholder accounts may be advanced to the Bank by the
Company on or before the mailing of such materials upon the
request of the Bank.
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE BANK
The Bank represents and warrants to the Company that:
3.01 It is a trust company duly organized and existing and in good
standing under the laws of the State of New York.
3.02 It is duly qualified to carry on its business in the State of
New York.
3.03 It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.05 It has access to the necessary facilities, equipment and
personnel to perform its duties and obligations under this
Agreement.
ARTICLE 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
The Company represents, warrants and covenants to the Bank that:
4.01 It is a corporation duly organized and existing and in good
standing under the laws of its jurisdiction of incorporation.
4.02 It is empowered under applicable laws and by its corporate
organization documents to enter into and perform this
Agreement.
4.03 All corporate proceedings required by said organization
documents have been taken to authorize it to enter into and
perform this Agreement.
4.04 A registration statement under the Securities Act of 1933 is
currently effective and appropriate state securities law
filings have been made with respect to all Shares of the
Company which the Company is asking the Bank to issue, record
or countersign; information to the contrary will result in
immediate notification to the Bank. Any Shares to be issued
hereunder, when issued shall have been duly
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registered under the Securities Act of 1933, as amended, and
such registration shall have become effective or shall be
exempt from such registration; and shall have been duly
registered under the Securities Exchange Act of 1934, as
amended, or shall be exempt from such registration.
4.05 It shall make all required filings under federal and state
securities laws.
4.06 The Shares issued and outstanding on the date hereof have been
duly authorized, validly issued and are fully paid and are
non-assessable; and any Shares to be issued hereunder, when
issued, shall have been duly authorized, validly issued and
fully paid and will be non-assessable.
4.07 The Company has paid or caused to be paid all taxes, if any,
which were payable upon or in respect of the original issuance
of the Shares issued and outstanding on the date hereof.
ARTICLE 5 CONVERSION OF FOREIGN CURRENCY
5.01 Upon receipt by the Bank of any foreign currency, if at the
time of its receipt such foreign currency can in the Bank's
best judgment be converted on a reasonable basis into U.S.
dollars and the resulting U.S. dollars transferred to the
United States for distribution to U.S. Shareholders entitled
thereto, the Bank shall as promptly as practicable convert or
cause to be converted such foreign currency into U.S. dollars
by sale or in any other manner that it may determine, and
shall transfer the resulting U.S. dollars (net of its charges
and expenses in effecting such conversion) to the United
States and shall distribute such U.S. dollars to the
Shareholders resident in the United States entitled thereto.
If the Bank determines in its reasonable judgment that such
foreign currency is not convertible, in whole or in part, on a
reasonable basis into U.S. dollars transferable to the United
States, or if any approval or license which is required for
such conversion is denied or in the Bank's opinion, is not
obtainable or is not obtained within a reasonable period or at
a reasonable cost, the Bank may distribute all or part of the
foreign currency (or an appropriate document evidencing the
right to receive such foreign currency) to, or in its
discretion may hold such foreign currency uninvested and
without liability for interest thereon for the respective
accounts of, the U.S. Shareholders entitled thereto. All
expenses of any such conversion shall be deducted from the
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proceeds thereof.
ARTICLE 6 SHAREHOLDERS' MEETINGS As soon as practicable after receipt
from the Company of notice of any meeting or solicitation of
consents or proxies of holders of Shares, unless the Company
informs the Bank otherwise in order to comply with applicable
law, the Bank shall mail to Shareholders a notice stating (a)
such information as is contained in such notice and any
solicitation materials (or a summary thereof in English
provided by the Company), (b) that each Shareholder at the
close of business on the record date set by the Company
therefor will be entitled, subject to any applicable
provisions of the law of the Netherlands and the Company's
Articles of Association, to exercise the voting rights
pertaining to the Shares and (c) the manner in which such
instructions may be given.
ARTICLE 7 INDEMNIFICATION
7.01 The Bank shall not be responsible for, and the Company shall
indemnify and hold the Bank harmless from and against, any and
all losses, damages, costs, charges, reasonable counsel fees,
payments, expenses and liability arising out of or
attributable to:
(a) All actions of the Bank or its agents or
subcontractors required to be taken pursuant to this
Agreement, provided that such actions are taken in
good faith and without gross negligence or willful
misconduct.
(b) The Company's or its agents lack of good faith,
negligence or willful misconduct or which arise out
of the breach of any representation or warranty of
the Company hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records and documents
which (i) are received by the Bank or its agents or
subcontractors and furnished to it by or on behalf of
the Company, and (ii) have been prepared and/or
maintained by the Company or any other person or firm
on behalf of the Company. Such other person or firm
shall include any former transfer agent or former
registrar, or co-transfer agent or co-registrar or
any current registrar where the Bank is not
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the current registrar.
(d) The reliance on, or the carrying out by the Bank or
its agents or subcontractors of any instructions or
requests of the Company.
(e) The offer or sale of Shares in violation of any
requirement under the federal securities laws or
regulations or the securities laws or regulations of
any state that such Shares be registered in such
state or in violation of any stop order or other
determination or ruling by any federal agency or any
state with respect to the offer or sale of such
Shares in such state.
7.02 At any time the Bank may apply to any authorized Director or
officer of the Company for instructions, and may consult with
legal counsel with respect to any matter arising in connection
with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall
not be liable and shall be indemnified by the Company for any
action taken or omitted by it in reliance upon such
instructions or upon the opinion of such counsel. The Bank,
its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished
by or on behalf of the Company reasonably believed to be
genuine and to have been signed by the proper person or
persons, or upon any instruction, information, data, records
or documents provided the Bank or its agents or subcontractors
by telephone, in person, machine readable input, SWIFT, CRT
data entry or other similar means authorized by the Company,
and shall not be held to have notice of any change of
authority of any person, until receipt of written notice
thereof from the Company. The Bank, its agents and
subcontractor shall also be protected and indemnified in
recognizing Share certificates which are reasonably believed
to bear the proper manual or facsimile signatures of the
officers of the Company, and the proper countersignature of
any former transfer agent or former registrar, or of a
co-transfer agent or co-registrar.
7.03 In the event any party is unable to perform its obligations
under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage
reasonably beyond its control, or other causes reasonably
beyond its control, such party shall not be liable for damages
to the other for any damages
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resulting from such failure to perform or otherwise from such
causes.
7.04 Neither the Bank nor its agents shall be liable to the Company
or any other person for special, indirect, punitive or
consequential damages under any provision of this Agreement or
arising out of any act or failure to act hereunder.
7.05 In order that the indemnification provisions contained in this
Article 7 shall apply, upon the assertion of a claim for which
the Company may be required to indemnify the Bank, the Bank
shall promptly notify the Company of such assertion, and shall
keep the Company advised with respect to all developments
concerning such claim. The Bank shall in no case confess any
claim or make any compromise in any case in which the Company
may be required to indemnify it except with the Company's
prior written consent, which shall not be unreasonably
withheld or delayed.
ARTICLE 8 STANDARD OF CARE
8.01 The Bank shall not be liable for loss or damage due to errors
unless said errors are caused by its gross negligence, bad
faith, or willful misconduct or that of its employees.
ARTICLE 9 COVENANTS OF THE COMPANY AND THE BANK
9.01 The Company shall promptly furnish to the Bank the following:
(a) An adequate supply of Share certificates.
(b) A copy of the resolutions adopted by the Board of
Directors of the Company appointing the Bank as
Transfer Agent and/or Registrar and Dividend
Disbursing Agent, as the case may be, duly certified
by the Secretary or Assistant Secretary of the
Company under the corporate seal.
(c) A copy of its corporate organization documents and
all amendments thereto.
(d) A certificate of the Secretary or an Assistant
Secretary of the Company, under its corporate seal,
stating that:
i) this Agreement has been executed
and delivered pursuant to the
authority of the Company's Board of
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Directors;
ii) the attached specimen Share
iii) certificate(s) are in substantially
the form submitted to and approved
by the Company's Board of Directors
for current use and the attached
specimen Share certificates for
each Class of Stock with issued and
outstanding Shares are in the form
previously submitted to and
approved by the Company's Board of
Directors for past use;
iv) the attached list of existing
agreements pursuant to which Shares
have been reserved for future
issuance specifying the number of
reserved Shares subject to each
such existing agreement and the
substantive provisions thereof, is
true and complete, or no Shares
have been reserved for future
issuance.
v) each shareholder list provided is
true and complete (such
certification may state that it is
based upon the certification of the
predecessor Transfer Agent or
predecessor Registrar that prepared
the list) or no Shares are
outstanding;
vi) the name of each stock exchange
upon which any of the Shares are
listed and the number and identity
of the Shares so listed;
vii) the name and address of each
co-Transfer Agent, Registrar (other
than the Bank) or co-Registrar for
any of the Shares and the extent of
its appointment, or there are no
co-Transfer Agents, Registrars
(other than the Bank) or
co-Registrars for any of the
Shares; and
viii) the officer(s) of the Company, who
executed this Agreement as well as
any certificates or papers
delivered to the Bank pursuant to
this Agreement, were validly
elected to, and the incumbents of,
the offices they purported to hold
at the time of such execution and
delivery, and that their signatures
on all documentation are genuine;
and upon which is subscribed a
certificate of an officer of the
Company, other than the officer
executing the certificate of the
Secretary, stating that the person
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who executed the certificate of the
Secretary was validly elected to,
and is the Secretary or an
Assistant Secretary of the Company
and that his signature on the
certificate is genuine.
(e) Opinion of counsel for the Company, addressed to the
Bank, to the effect that:
i) the Shares issued and outstanding
on the date hereof have been duly
authorized, validly issued and are
fully paid and are non-assessable;
and any Shares to be issued
hereunder, when issued, shall have
been duly authorized, validly
issued and fully paid and will be
non-assessable;
ii) the Shares issued and outstanding
on the date hereof have been duly
registered under the Securities Act
of 1933, as amended, and such
registration has become effective,
or are exempt from such
registration; and have been duly
registered under the Securities
Exchange Act of 1934, as amended,
or are exempt from such
registration;
iii) the Company has paid or caused to
be paid all taxes, if any, which
were payable upon or in respect of
the original issuance of the Shares
issued and outstanding on the date
hereof; and
iv) the execution and delivery of this
Agreement and the issuance of the
Shares do not and will not conflict
with, violate, or result in a
breach of, the terms, conditions or
provisions of, or constitute a
default under, the charter or the
by-laws of the Company, any law or
regulation, any order or decree of
any court or public authority
having jurisdiction, or any
mortgage, indenture, contract,
agreement or undertaking to which
the Company is a party or by which
it is bound and this Agreement is
enforceable against the Company in
accordance with it terms, except as
limited by bankruptcy,
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insolvency, moratorium,
reorganization and other similar
laws affecting the enforcement of
creditors' rights generally.
(f) A list of all directors and officers of the Company
who shall be authorized to give instructions
hereunder, along with the addresses and phone numbers
for each. At least three persons shall at all times
be set forth on such list.
9.02 The Bank hereby agrees to establish and maintain facilities
and procedures for safekeeping of Share certificates, the
direct registration system, check forms and facsimile
signature imprinting devices, if any; and for the preparation
or use, and for keeping account of, such certificates, forms
and devices.
9.03 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem
advisable. The Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be
performed by the Bank hereunder will be made available in
accordance with the requirements of the law.
9.04 The Bank and the Company agree that all books, records,
information and data pertaining to the business of the other
party which are exchanged or received pursuant to the
negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any
other person, except as may be required by law.
9.05 In case of any requests or demands for the inspection of the
Shareholder records of the Company, the Bank will endeavor to
notify the Company and to secure instructions from an
authorized officer of the Company as to such inspection. The
Bank reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel
that it may be held liable for the failure to exhibit the
Shareholder records to such person.
9.06 The Company will furnish the Bank with forms of important
notices in sufficient quantities to be sent to the registered
owners of Shares resident in the United
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States and/or banks, brokers and nominees and nonresidents of
the United States holding Shares, setting forth information
relating to the payment of dividends. In connection with the
foregoing, the Bank is authorized and directed, at the
Company's cost and expense, to arrange for the printing and
distribution of the forms of important notices, advertisements
and other documents in connection with the payment of
dividends.
9.07 The Company, shall arrange for the prompt transmittal by the
Company to you of such notices, reports and communications
which are made generally available by the Company to holders
of Shares. Upon the written request of the Company, the Bank
shall arrange for the mailing, at the Company's expense, of
copies of such notices, reports and communications to all
registered holders of Shares or, at the request of the
Company, make such notices, reports and communications
available to such registered holders and beneficial owners on
such reasonable basis as the Company may advise you may be
required by any applicable law, regulation or stock exchange
requirement.
9.08 The Company will not at any time instruct you to issue Shares
being issued upon original issuance or re-acquired by the
Company unless a registration statement is in effect as to
such Shares under the Securities Act of 1933 or unless the
offering and sale in the United States of the Shares is not
subject to the registration provisions of said act. In the
event of an offering by the Company of Shares, rights to
subscribe for Shares, securities convertible into or
exchangeable for Shares or rights to subscribe for any such
securities, the Company will take appropriate steps to ensure
that such offering will not result in a violation of any
applicable United States law, rule or regulation. Without
limiting the generality of the foregoing, with respect to any
offering of rights to subscribe for Shares which have not been
registered under the Securities Act of 1933, as amended, the
Bank shall attempt to sell such rights in accordance with its
normal procedures. Upon any such sale, the Bank shall attempt
to convert any proceeds of such sale, less amounts represented
by Dutch tax, if any, into United States dollars and pay the
United States dollars (after deduction of expenses in
connection with such
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conversion and any amounts on account of applicable taxes) to
the registered holders of Shares entitled thereto, less
amounts subject to United States Federal or state income tax
backup withholding, if any.
9.09. Instructions or authorizations to the Bank from the Company
shall be in writing, or by cable, telex or facsimile
transmission, and shall be signed by one or more persons
authorized by the Company to give such instructions.
ARTICLE 10 TERMINATION OF AGREEMENT
10.01 This Agreement may be terminated by either party upon ninety
(90) days written notice to the other.
10.02 Should the Company exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records
and material will be borne by the Company.
ARTICLE 11 ASSIGNMENT
11.01 Except as provided in Section 11.03 below, neither this
Agreement nor any rights or obligations hereunder may be
assigned by any party without the written consent of the other
parties.
11.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and
assigns.
11.03 The Bank may, without further consent on the part of the
Company, subcontract for the performance hereof with (i)
Equiserve Limited Partnership which is duly registered as a
transfer agent pursuant to Section 17A(c)(1) of the Securities
Exchange Act of 1934 ("Section 17A(c)(1)"), (ii) a subsidiary
thereof duly registered as a transfer agent pursuant to
Section 17A(c)(1), or (iii) an affiliate thereof; provided,
however, that the Bank shall be as fully responsible to the
Company for the acts and omissions of any subcontractor as it
is for its own acts and omissions.
ARTICLE 12 AMENDMENT
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12.01 This Agreement may be amended or modified by a written
agreement executed by each party and authorized or approved by
a resolution of the Boards of Directors of the Company.
ARTICLE 13 NEW YORK LAW TO APPLY
13.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State
of New York applicable to contracts executed and to be fully
performed within such State.
ARTICLE 14 MERGER OF AGREEMENT
14.01 This Agreement constitutes the entire agreement among the
parties hereto and supersedes any prior agreement with respect
to the subject hereof whether oral or written.
ARTICLE 15 COUNTERPARTS
15.01 This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly executed officers, as of the day and year first above written.
CNH Global N.V.
By: /s/ XXXXXXX XXXXXX
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President, General
Counsel and Secretary
ATTEST:
JPMorgan Chase Bank
By: /s/ XXXXXX XXXXXXXX
---------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
ATTEST:
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