BNP U.S. FUNDING L.L.C.
Noncumulative Preferred Securities, Series A
Registration Agreement
December 5, 1997
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
X.X. Xxxxxx Securities Inc.
Salomon Brothers Inc
as the Initial Purchasers
c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxx Xxxxx
Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
BNP U.S. Funding L.L.C., a limited liability company
organized under the laws of the State of Delaware (the
"Company"), proposes to issue and sell to the Initial Purchasers
(as defined herein) upon the terms set forth in the Purchase
Agreement (as defined herein) 50,000 of its Noncumulative
Preferred Securities, Series A (the "Series A Preferred
Securities"). As an inducement to the Initial Purchasers to enter
into the Purchase Agreement, the Bank and the Company agree with
the Initial Purchasers for the benefit of holders (as defined
herein) from time to time of the Series A Preferred Securities as
follows:
1. Definitions. Capitalized terms used herein without
definition shall have the meanings ascribed thereto in the
Purchase Agreement. As used in this Agreement, the following
defined terms shall have the following meanings:
"Commission" means the United States Securities and
Exchange Commission.
"Exchange Act" means the United States Securities
Exchange Act of 1934, as amended.
"Purchase Agreement" means the Purchase Agreement,
dated December 1, 1997, among the Initial Purchasers, the Company
and Banque Nationale de Paris, a societe anonyme, or limited
liability corporation, organized under the laws of The Republic
of France.
"Initial Purchasers" means Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc. and
Salomon Brothers Inc.
"Rules and Regulations" means the published rules and
regulations of the Commission promulgated under the Exchange Act,
as in effect at any relevant time.
"Registration" means a registration effected pursuant
to Section 2 hereof.
"Registration Statement" means a registration
statement on Form 10 filed under Section 12(g) of the Exchange
Act providing for the registration of all of the Series A
Preferred Securities pursuant to the provisions of Section 2 of
this Agreement and any amendments and supplements to such
registration statement, including post-effective amendments, and
all exhibits and all material incorporated by reference in such
registration statement.
2. Registration.
(a) Subject to Section 4 hereof, the Company shall
file with the Commission a Registration Statement on Form 10
relating to the Series A Preferred Securities and, thereafter,
shall use its best efforts to cause such Registration Statement
to be declared effective under Section 12(g) of the Exchange Act
by May 31, 1998.
(b) The Company shall promptly advise the Initial
Purchasers of Series A Preferred Securities:
(i) when the Registration Statement and any
amendment thereto has been filed with the
Commission and when the Registration Statement
or any post-effective amendment thereto has
become effective;
(ii) of any request by the Commission for amendments
or supplements to the Registration Statement or
for additional information; and
(iii) the issuance by the Commission of any stop
order suspending the effectiveness of the
Registration Statement or the initiation of any
proceedings for such purpose.
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(c) The Company shall use its best efforts to prevent
the issuance, and if issued to obtain the withdrawal, of any
order suspending the effectiveness of the Registration Statement
at the earliest possible time.
(d) The Company shall use its best efforts to comply
with all applicable Rules and Regulations.
(e) The Company shall enter into such customary
agreements and take all other appropriate action in order to
expedite and facilitate the Registration.
3. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance of its
obligations under Section 2 hereof.
4. Condition to Company's Obligation. The Company's
obligation under Section 2 hereof will not apply if the filing
and declaration of effectiveness of the registration statement
would not, after consultation with the Initial Purchasers, in the
reasonable belief of the Company be effective to qualify for the
"publicly-offered security exemption" in the Plan Asset
Regulation (29 C.F.R. Section 2510.3-101).
5. Miscellaneous.
(a) Amendments and Waivers. This Agreement, including
this Section 5, may be amended, and waivers or consents to
departures from the provisions hereof may be given, only by a
written instrument duly executed by the Company and the Initial
Purchasers holding a majority in number and amount (by
liquidation preference) of Series A Preferred Securities. Each
Initial Purchaser shall be bound by any amendment, waiver or
consent effected pursuant to this Section 5, whether or not any
notice, writing or marking indicating such amendment, waiver or
consent appears on the Series A Preferred Securities or is
delivered to such Initial Purchaser.
(b) Notices. All notices and other communications
provided for or permitted hereunder shall be given as provided in
the Purchase Agreement.
(c) Parties in Interest. All the terms and provisions
of this Agreement shall be binding upon, shall inure to the
benefit of and shall be enforceable by the respective successors
and assigns of the parties hereto.
(d) Counterparts. This Agreement may be executed in
any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be
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deemed to be an original and all of which taken together shall
constitute one and the same agreement.
(e) Headings. The headings in this agreement are for
convenience of reference only and shall not limit or otherwise
affect the meaning hereof.
(f) Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New
York, without giving effect to any provisions relating to
conflicts of laws.
(g) Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in
any circumstances, is held invalid, illegal or unenforceable in
any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and
of the remaining provisions hereof shall not be in any way
impaired or affected thereby, it being intended that all of the
rights and privileges of the parties hereto shall be enforceable
to the fullest extent permitted by law.
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Please confirm that the foregoing correctly sets forth
the agreement between the Company and you.
Very truly yours,
BNP U.S. FUNDING L.L.C.
By:/s/ Xxxx Xxxxxx
------------------------------
Name: Xxxx Xxxxxx
Title: President and Director
BANQUE NATIONALE DE PARIS
By:/s/ Xxxxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxxxx Xxxxx
Title: Senior Executive
Vice President
The foregoing Registration Agreement is hereby confirmed and
accepted as of the date first above written.
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
X.X. Xxxxxx Securities Inc.
Salomon Brothers Inc
By: Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated
By:/s/ Xxxxxxx X. Xxxxx
---------------------------------
Name:
Title:
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