DEP 1
DEPOSITARY AGREEMENT
Date: November 7, 1995
Chemical Mellon Shareholder Services, L.L.C.
000 Xxxx 00xx Xx. - 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Reorganization Department
-------------------------
Gentlemen:
Texas Utilities Electric Company, a Texas corporation (the
"Company"), is offering to exchange for any and all of certain
series of Depositary Shares (the "Shares") upon the terms and
conditions set forth in its Exchange Offers dated November 7,
1995 (the "Exchange Offers") and in the related Letters of
Transmittal (which shall include the Internal Revenue Service
Form W-9), copies of which are attached hereto as Exhibits A and
B, respectively, and which together, as they may be amended from
time to time, constitute the "Offer." The "Expiration Date" for
the Offer shall be 12 midnight, New York City time, on December
6, 1995, unless and until the Company shall have extended the
period of time for which the Offer is open, in which event the
term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by the Company from time to time,
shall expire. All terms not defined herein shall have the same
meaning as in the Offer.
The Company hereby agrees with you as follows:
1) Subject to the terms and conditions of this Agreement,
you will act as Exchange Agent (in such capacity, the
"Depositary") in connection with the Offer, and in such capacity
are authorized and directed to accept tenders of Shares.
2) (a) Tenders of Shares may be made only as set forth in
the Exchange Offer, and Shares shall be considered validly
tendered to you only if:
(i) you receive prior to the Expiration Date (x)
certificates for such Shares, (or a Confirmation (as defined in
paragraph (b) below) relating to such Shares) and (y) a properly
completed and duly executed Letter of Transmittal (or facsimile
thereof) or an Agent's Message (as defined in paragraph (b)
below) relating thereto; or
(ii) you receive (x) a Notice of Guaranteed Delivery
(as defined in paragraph (b) below) relating to such Shares from
an Eligible Institution (as defined in paragraph (b) below) prior
to the Expiration Date and (y) certificates for such Shares (or a
Confirmation relating to such Shares) and either a properly
completed and duly executed Letter of Transmittal (or facsimile
thereof) or an Agent's Message relating thereto at or prior to
P.M., New York City time, on the third New York Stock Exchange,
Inc. (the "NYSE") trading day after the date of execution of such
Notice of Guaranteed Delivery; and
(iii) in the case of either clause (i) or (ii)
above, a final determination of the adequacy of the items
received, as provided in Section 4 hereof, has been made by the
Company.
(b) For the purpose of this Agreement: (i) a
"Confirmation" shall be a confirmation of book-entry transfer of
Shares into your account at The Depository Trust Company, the
Midwest Securities Trust Company or the Philadelphia Depository
Trust Company (hereinafter collectively referred to as the
"Book-Entry Transfer Facilities") to be established and
maintained by you in accordance with Section 3 hereof, (ii) a
"Notice of Guaranteed Delivery" shall be a notice of guaranteed
delivery substantially in the form attached as Exhibit C hereto
or a telegram, telex, facsimile transmission or letter
substantially in such form, or if sent by a Book-Entry Transfer
Facility, a message transmitted through electronic means in
accordance with the usual procedures of such Book-Entry Transfer
Facility and the Depositary, substantially in such form;
provided, however, that if such notice is sent by a Book-Entry
Transfer Facility through electronic means, it must state that
such Book-Entry Transfer Facility has received an express
acknowledgment from the participant on whose behalf such notice
is given that such participant has received and agrees to become
bound by the form of such notice, (iii) an "Eligible Institution"
shall be a member firm of a national securities exchange
registered with the Securities and Exchange Commission or of the
National Association of Securities Dealers, Inc., or a commercial
bank or trust company having an office or correspondent in the
United States; and (iv) an "Agent's Message" shall be a message
transmitted through electronic means by a Book-Entry Transfer
Facility, in accordance with the normal procedures of such
Book-Entry Transfer Facility and the Depositary, to and received
by the Depositary and forming part of a Confirmation, which
states that such Book-Entry Transfer Facility has received an
express acknowledgement from the participant in such Book-Entry
Transfer Facility tendering the Shares which are the subject of
such Confirmation that such participant has received and agrees
to be bound by the terms of the Letter of Transmittal, and that
the Company may enforce such agreement against such participant.
The term Agent's Message shall also include any hard copy
printout evidencing such message generated by a computer terminal
maintained at the Depositary's office.
(c) We acknowledge that in connection with the Offer
you may enter into agreements or arrangements with a Book-Entry
Transfer Facility which, among other things, provide that (i)
delivery of an Agent's Message will satisfy the terms of the
Offer with respect to the Letter of Transmittal, (ii) such
agreements or arrangements are enforceable against the Company by
such Book-Entry Transfer Facility or participants therein and
(iii) you, as Depositary, are authorized to enter into such
agreements or arrangements on behalf of the Company. Without
limiting any other provision of this Agreement, you are expressly
authorized to enter into any such agreements or arrangements on
behalf of the Company and to make any necessary representations
or warranties in connection thereunder, and any such agreement or
arrangement shall be enforceable against the Company.
3) You shall take steps to establish and, subject to such
establishments, maintain an account at each Book-Entry Transfer
Facility for book-entry transfers of Shares, as set forth in the
Letter of Transmittal, and you shall comply with the provisions
of Rule 17Ad-14 under the Securities Exchange Act of 1934, as
amended.
4) (a) You are authorized and directed to examine any
certificate representing Shares, Letter of Transmittal (or
facsimile thereof), Notice of Guaranteed Delivery or Agent's
Message and any other document required by the Letter of
Transmittal received by you to determine whether you believe any
tender may be defective. In the event you conclude that any
Letter of Transmittal, Notice of Guaranteed Delivery, Agent's
Message or other document has been improperly completed, executed
or transmitted, any of the certificates for Shares is not in
proper form for transfer (as required by the aforesaid
instructions) or if some other irregularity in connection with
the tender of Shares exists, you are authorized subject to
Section 4(b) hereof to advise the tendering stockholder, or
transmitting Book-Entry Transfer Facility, as the case may be, of
the existence of the irregularity, but you are not authorized to
accept any tender of fractional Shares, any tender not in
accordance with the terms and subject to the conditions set forth
in the Offer, or any other tender which you deem to be defective,
unless you shall have received from the Company the Letter of
Transmittal which was surrendered (or if the tender was made by
means of a Confirmation containing an Agent's Message, a written
notice), duly dated and signed by an authorized officer of the
Company, indicating that any defect or irregularity in such
tender has been cured or waived and that such tender has been
accepted by the Company.
(b) Promptly upon your concluding that any tender is
defective, you shall, after consultation with and on the written
instructions of the Company, use reasonable efforts in accordance
with your regular procedures to notify the person tendering such
Shares, or Book-Entry Transfer Facility transmitting the Agent's
Message, as the case may be, of such determination and, when
necessary, return the certificates involved to such person in the
manner described in Section 11 hereof. The Company shall have
full discretion to determine whether any tender is complete and
proper and shall have the absolute right to reject any or all
tenders of any particular Shares determined by it not to be in
proper form and to determine whether the acceptance of or payment
for such tenders may, in the opinion of counsel for the Company,
be unlawful; it being specifically agreed that you shall have
neither discretion nor responsibility with respect to these
determinations. To the extent permitted by applicable law, the
Company also reserves the absolute right to waive any of the
conditions of the Offer or any defect or irregularity in the
tender of any particular Shares. The interpretation by the
Company of the terms and conditions of the Exchange Offer, the
Letter of Transmittal and the instructions thereto, a Notice of
Guaranteed Delivery or an Agent's Message (including without
limitation the determination of whether any tender is complete
and proper) shall be final and binding.
(c) You agree to maintain accurate records as to all
Shares tendered prior to or on the Expiration Date.
5) You are authorized and directed to return to any person
tendering Shares, in the manner described in Section 11 hereof,
any certificates representing Shares tendered by such person but
duly withdrawn pursuant to the Exchange Offer. To be effective,
a written, telegraphic, telex or facsimile transmission notice of
withdrawal must be received by you within the time period
specified for withdrawal in the Exchange Offer at your address
set forth on the back page of the Exchange Offer. Any notice of
withdrawal must specify the name of the person having deposited
the Shares to be withdrawn, the number of Shares to be withdrawn
and, if the certificates representing such Shares have been
delivered or otherwise identified to you, the name of the
registered holder(s) of such Shares as set forth in such
certificates. If the certificates have been delivered to you,
then prior to the release of such certificates the tendering
stockholder must also submit the serial numbers shown on the
particular certificates evidencing such Shares and the signature
on the notice of withdrawal must be guaranteed by an Eligible
Institution. You are authorized and directed to examine any
notice of withdrawal to determine whether you believe any such
notice may be defective. In the event you conclude that any such
notice is defective you shall, after consultation with and on the
instructions of the Company, use reasonable efforts in accordance
with your regular procedures to notify the person delivering such
notice of such determination. All questions as to the form and
validity (including time of receipt) of notices of withdrawal
will be determined by the Company in its sole discretion, whose
determination shall be final and binding. Any Shares so
withdrawn shall no longer be considered to be properly tendered
unless such Shares are re-tendered prior to the Expiration Date
pursuant to the Exchange Offer.
6) Subject to Sections 18 and 23 hereof, any amendment to
or extension of the Offer, as the Company shall from time to time
determine, shall be effective upon notice to you from the Company
given prior to the time the Offer would otherwise have expired,
and shall be promptly confirmed by the Company in writing;
provided that you may rely on and shall be authorized and
protected in acting or failing to act upon any such notice even
if such notice is not confirmed in writing or such confirmation
conflicts with such notice. If at any time the Offer shall be
terminated as permitted by the terms thereof, the Company shall
promptly notify you of such termination.
7) At 11:00 a.m. New York City time, or as promptly as
practicable thereafter on each business day, or more frequently
if reasonably requested as to major tally figures, you shall
advise each of the parties named below by telephone as to, based
upon your preliminary review (and at all times subject to final
determination by the Company), as of the close of business on the
preceding business day or the most recent practicable time prior
to such request, as the case may be: (i) the number of Shares
duly tendered on such day, (ii) the number of Shares duly
tendered represented by certificates physically held by you on
such day; (iii) the number of Shares represented by Notices of
Guaranteed Delivery on such day; (iv) the number of Shares
withdrawn on such day; and (v) the cumulative totals of Shares in
categories (i) thru (iv) above through 12:00 noon, New York City
time, on such day:
(a) Xxxxx Xxxxxxxx at the Company at (000) 000-0000
(b) Xxxxx Xxxxx at Xxxxxxx Xxxxx & Co. at (000) 000-0000
You shall also furnish to each of the above-named persons a
written report confirming the above information which has been
communicated orally on the day following such oral communication.
You shall furnish to the Dealer-Managers (as defined in the
Exchange Offer), the Information Agent (as defined in the
Exchange Offer) and the Company, such reasonable information, to
the extent such information has been furnished to you, on the
tendering stockholders as may be requested from time to time.
You shall furnish to the Company, upon request, master lists of
Shares tendered for purchase, including an A-to-Z list of the
tendering stockholders.
You are also authorized and directed to provide the persons
listed above or any other persons approved by the Company with
such other information relating to the Shares, Exchange Offer,
Letters of Transmittal, Agent's Messages or Notices of Guaranteed
Delivery as the Company may reasonably request from time to time.
8) Letters of Transmittal, Notices of Guaranteed Delivery,
Agent's Messages, telegrams, telexes, facsimile transmissions,
notices and letters submitted to you pursuant to the Offer shall
be stamped by you to indicate the date and time of the receipt
thereof and these documents, or copies thereof, shall be
preserved by you for a reasonable time not to exceed one year or
the term of this Agreement, whichever is longer, and thereafter
shall be delivered by you to the Company. Thereafter, any
inquiries relating to or requests for any of the foregoing shall
be directed solely to the Company and not the Depositary.
9) (a) If under the terms and conditions set forth in
the Exchange Offer, the Company becomes obligated to accept and
pay for Shares tendered, upon instruction by the Company and as
promptly as practicable, but in any event not later than _____
p.m., New York City time, on the third NYSE trading day after the
latest of: (i) the Expiration Date; (ii) the physical receipt by
you of a certificate or certificates representing tendered Shares
(in proper form for transfer by delivery), a properly completed
and duly executed Letter of Transmittal (or a facsimile thereof)
or a Confirmation including an Agent's Message and any other
documents required by the Letter of Transmittal; and (iii) the
deposit by the Company with you of sufficient federal or other
immediately available funds to pay, subject to the terms and
conditions of the Offer, all stockholders for whom checks
representing payment for Shares are to be drawn, less any
adjustments required by the terms of the Offer, and all
applicable tax withholdings, you shall, subject to Section 16
hereof, deliver or cause to be delivered to the tendering
stockholders and designated payees, consistent with this
Agreement and the Letter of Transmittal, official bank checks of
the Depositary, as agent for the Company, and payable through the
Depositary in the amount of the applicable purchase price
specified in the Offer (less any applicable tax withholding) for
the Shares theretofore properly tendered and purchased under the
terms and conditions of the Offer. The Company will also deposit
with you on your request federal or other immediately available
funds in an amount equal to the total stock transfer taxes or
other governmental charges, if any, payable in respect of the
transfer or issuance to the Company or its nominee or nominees of
all Shares so purchased. Upon request by the Company you will
apply to the proper authorities for the refund of money paid on
account of such transfer taxes or other governmental charges. On
receipt of such refund, you will promptly pay over to the Company
all money refunded.
(b) At such time as you shall be notified by the Company,
you shall request the transfer agent for the Shares to effect the
transfer of all Shares purchased pursuant to the Offer and to
issue certificates for such Shares so transferred, in accordance
with written instructions from the Company, and upon your receipt
thereof notify the Company. The Company shall be responsible to
arrange for delivery of the certificates.
10) (a) On or before January 31st of the year following the
year in which the Company accepts Shares for payment, you will
prepare and mail to each tendering stockholder whose Shares were
accepted, other than stockholders who demonstrate their status as
nonresident aliens in accordance with United States Treasury
Regulations "Foreign Stockholders"), a Form 1099-B reporting the
purchase of Shares as of the date such Shares are accepted for
payment. You will also prepare and file copies of such Forms
1099-B by magnetic tape with the Internal Revenue Service in
accordance with Treasury Regulations on or before February 28th
of the year following the year in which the Shares are accepted
for payment.
(b) You will deduct and withhold 31% backup
withholding tax from the purchase price payable with respect to
Shares tendered by any stockholder, other than a Foreign
Stockholder, who has not properly provided you with his taxpayer
identification number, in accordance with Treasury Regulations.
(c) Should any issue arise regarding federal income
tax reporting or withholding, you will take such action as the
Company instructs you in writing.
11) If, pursuant to the terms and conditions of the Offer,
the Company has notified you that it does not accept certain of
the Shares tendered or purported to be tendered or a stockholder
withdraws any tendered Shares, you shall promptly return the
deposited certificates for such Shares, together with any other
documents received, to the person who deposited the same, without
expense to such person. Certificates for such unpurchased Shares
shall be forwarded by you, at your option, by: (i) first class
mail under a blanket surety bond protecting you, the Company from
losses or liabilities arising out of the non-receipt or
nondelivery of such Shares; or (ii) registered mail insured
separately for the value of such Shares. If any such Shares were
tendered or purported to be tendered by means of a Confirmation
containing an Agent's Message, you shall notify the Book-Entry
Transfer Facility that transmitted said Confirmation of the
Company's decision not to accept the Shares.
12) You shall take all reasonable action with respect to
the Offer as may from time to time be requested by the Company,
the Dealer-Managers or the Information Agent. You are authorized
to cooperate with and furnish information to the Dealer-Managers,
the Information Agent, any of their representatives or any other
organization (or its representatives) designated from time to
time by the Company, in any manner reasonably requested by any of
them in connection with the Offer and tenders thereunder.
13) Any instructions given to you orally, as permitted by
any provision of this Agreement, shall be confirmed in writing by
the Company, the Dealer-Managers or the Information Agent, as the
case may be, as soon as practicable. You shall not be liable or
responsible and shall be fully authorized and protected for
acting, or failing to act, in accordance with any oral
instructions which do not conform with the written confirmation
received in accordance with this Section.
14) Whether or not any Shares are tendered or the Offer is
consummated, for your services as Depositary hereunder we shall
pay to you compensation in accordance with the fee schedule
attached as Schedule 1 hereto, together with reimbursement for
out-of-pocket expenses, including reasonable fees and
disbursements of your counsel.
15) In the event any question or dispute arises with
respect to the proper interpretation of this Agreement or your
duties hereunder or the rights of the Company or of any
stockholders surrendering certificates for Shares pursuant to the
Offer, you shall not be required to act and shall not be held
liable or responsible for your refusal to act until the question
or dispute has been judicially settled (and you may, if you in
your sole discretion deem it advisable, but shall not be
obligated to, file a suit in interpleader or for a declaratory
judgement for such purpose) by final judgment rendered by a court
of competent jurisdiction, binding on all stockholders and
parties interested in the matter which is no longer subject to
review or appeal, or settled by a written document in form and
substance satisfactory to you and executed by the Company and
each such stockholder and party. In addition, you may require
for such purpose, but shall not be obligated to require, the
execution of such written settlement by all the stockholders and
all other parties that may have an interest in the settlement.
16) As Depositary hereunder you:
(a) shall have no duties or obligations other than those
specifically set forth herein or in Exhibits A, B, and C hereto,
or as may subsequently be agreed to in writing by you and the
Company;
(b) shall have no obligation to make payment for any
tendered Shares unless the Company shall have provided the
necessary federal or other immediately available funds to pay in
full amounts due and payable with respect thereto;
(c) shall be regarded as making no representations and
having no responsibilities as to the validity, sufficiency,
value, or genuineness of any certificates or the Shares
represented thereby deposited with you or tendered through an
Agent's Message hereunder and will not be required to and will
make no representations as to or be responsible for the validity,
sufficiency, value, or genuineness of the Offer;
(d) shall not be obligated to take any legal action
hereunder; if, however, you determine to take any legal action
hereunder, and, where the taking of such action might in your
judgment subject or expose you to any expense or liability, you
shall not be required to act unless you shall have been furnished
with an indemnity satisfactory to you;
(e) may rely on and shall be authorized and protected in
acting or failing to act upon any certificate, instrument,
opinion, notice, letter, telegram, telex, facsimile transmission,
Agent's Message or other document or security delivered to you
and believed by you to be genuine and to have been signed by the
proper party or parties;
(f) may rely on and shall be authorized ant protected in
acting or failing to act upon the written, telephonic, electronic
and oral instructions, with respect to any matter relating to
your actions as Depositary covered by this Agreement (or
supplementing or qualifying any such actions) of officers of the
Company;
(g) may consult counsel satisfactory to you, and the advice
of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered, or omitted
by you hereunder in good faith and in accordance with the advice
of such counsel;
(h) shall not be called upon at any time to advise any
person tendering or considering tendering pursuant to the Offer
as to the wisdom of making such tender or as to the market value
of any security tendered thereunder;
(i) may perform any of your duties hereunder either
directly or by or through agents or attorneys and you shall not
be responsible for any misconduct or negligence on the part of
any agent or attorney appointed with reasonable care by you
hereunder;
(j) shall not be liable or responsible for any recital or
statement contained in the Offer or any other documents relating
thereto;
(k) shall not be liable or responsible for any failure of
the Company to comply with any of their respective obligations
relating to the Offer, including without limitation obligations
under applicable securities laws;
(l) are not authorized, and shall have no obligation, to
pay any brokers, dealers, or soliciting fees to any person,
including without limitation the Dealer-Managers or Information
Agent; and
(m) shall not be liable or responsible for any delay,
failure, malfunction, interruption or error in the transmission
or receipt of communications or messages through electronic means
to or from a Book-Entry Transfer Facility, or for the actions of
any other person in connection with any such message or
communication.
17) The Company covenants to indemnify and hold you and
your officers, directors, employees, agents, contractors,
subsidiaries and affiliates harmless from and against any loss,
liability, damage or expense (including without limitation any
loss, liability, damage or expense incurred for submitting for
transfer Shares tendered without a signature guarantee pursuant
to the Letter of Transmittal, or in connection with any
communication or message transmitted or purported to be
transmitted through electronic means to or from a Book-Entry
Transfer Facility, and the fees and expenses of counsel) incurred
(a) without negligence or bad faith or (b) as a result of your
acting or failing to act upon the instructions of the Company,
Dealer-Managers or Information Agent, arising out of or in
connection with the Offer, this Agreement or the administration
of your duties hereunder, including without limitation the costs
and expenses of defending and appealing against any action,
proceeding, suit or claim in the premises. In no case shall the
Company be liable under this indemnity with respect to any
action, proceeding, suit or claim against you unless the Company
shall be notified by you, by letter or by telex or facsimile
transmission confirmed by letter, of the written assertion of any
action, proceeding, suit or claim made or commenced against you,
promptly after you shall have been served with the summons or
other first legal process or have received the first written
insertion giving information as to the nature and basis of the
action, proceeding, suit or claim, but failure so to notify the
Company shall not release the Company of any liability which it
may otherwise have on account of this Agreement. The Company
shall be entitled to participate at its own expense in the
defense of any such action, proceeding, suit or claim. Anything
in this agreement to the contrary notwithstanding, in no event
shall you be liable for special, indirect or consequential loss
or damage of any kind whatsoever (including but not limited to
lost profits), even if you have been advised of the likelihood of
such loss or damage and regardless of the form of action.
18) Unless terminated earlier by the parties hereto, this
Agreement shall terminate upon (a) the Company's termination or
withdrawal of the Offer, (b) if the Company does not terminate or
withdraw the Offer, the date which is months after the later of
(i) your sending of checks to tendering stockholders in
accordance with Section 9(a) hereof and (ii) your delivery of
certificates to the Company in accordance with Section 9(b)
hereof or (c) if not terminated or withdrawn earlier, the date
which is two months after the date of this Agreement. Upon any
termination of this Agreement, you shall promptly deliver to the
Company any certificates, funds or property then held by you as
Depositary under this Agreement, and after such time any party
entitled to such certificates, funds or property shall look
solely to the Company and not the Depositary therefore, and all
liability of the Depositary with respect thereto shall cease,
provided, however, that the Depositary, before being required to
make such delivery to the Company, may at the expense of the
Company cause to be published in a newspaper of general
circulation in the City of New York, or mail to each person who
has tendered Shares but not received payment, or both, notice
that such certificates, funds or property remain unclaimed and
that after a date specified therein, which shall not be less than
30 days from the date of publication or mailing, any unclaimed
balance of such certificates, funds or property will be delivered
to the Company. Sections 14, 16 and 17 hereof shall survive any
termination of this Agreement.
19) In the event that any claim of inconsistency between
this Agreement and the terms of the Offer arise, as they may from
time to time be amended, the terms of the Offer shall control,
except with respect to the duties, liabilities and rights,
including without limitation compensation and indemnification, of
you as Depositary, which shall be controlled by the terms of this
Agreement.
20) If any provision of this Agreement shall be held
illegal, invalid, or unenforceable by any court, this Agreement
shall be construed and enforced as if such provision had not been
contained herein and shall be deemed an Agreement among us to the
full extent permitted by applicable law.
21) Except as expressly set forth elsewhere in this
Agreement, all notices, instructions and communication under this
Agreement shall be in writing, shall be effective upon receipt
and shall be addressed, if to the Company, to 0000 Xxxxx Xxxxxx,
Xxxxxx, Xxxxx 00000, Attention: Treasurer, or, if to the
Depositary, to 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Reorganization Department, or to such other address as
a party hereto shall notify the other parties.
22) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving
effect to conflict of laws rules or principles, and shall inure
to the benefit of and be binding upon the successors and assigns
of the parties hereto; provided that this Agreement may not be
assigned by any party without the prior written consent of all
other parties.
23) No provision of this Agreement may be amended, modified
or waived, except in a writing signed by all of the parties
hereto.
Please acknowledge receipt of this Letter, the Exchange
Offers, the Letters of Transmittal, and the Notices of Guaranteed
Delivery, and confirm the arrangements herein provided by signing
and returning the enclosed copy hereof, whereupon this Agreement
and your acceptance of the terms and conditions herein provided
shall constitute a binding Agreement among us.
Very truly yours,
TEXAS UTILITIES ELECTRIC COMPANY
By:
_____________________________
Accepted as of the date
above first written:
CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
as DEPOSITARY
By: _________________________________
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
Exhibit A Exchange Offers
Exhibit B Letters of Transmittal
Exhibit C Notices of Guaranteed Delivery
