EXHIBIT (99)(c)
(FORM OF EXCHANGE AGENCY AGREEMENT)
May ___, 1997
The First National Bank of Chicago
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
XXXXXXX XXXXX, INC., a Florida corporation, as Depositor ("Xxxxxxx") and
XXXXXXX CAPITAL III, a trust created under the laws of the state of Delaware
(the "Trust"), hereby appoint THE FIRST NATIONAL BANK OF CHICAGO to act as
exchange agent (the "Exchange Agent") in connection with an exchange offer by
Xxxxxxx and the Trust to exchange up to $250,000,000 aggregate liquidation
amount of the Trust's Floating Rate Capital Securities due 2027 (the "New
Securities"), which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for a like aggregate liquidation amount of
the Trust's outstanding Floating Rate Capital Securities due 2027 (the
"Old Securities"). The terms and conditions of the exchange offer are set
forth in a Prospectus dated May ___, 1997 (as the same may be amended or
supplemented from time to time, the "Prospectus") and in the related Letter
of Transmittal, which together constitute the "Exchange Offer." The
registered holders of the Capital Securities are hereinafter referred to as
the "Holders." Capitalized terms used herein and not defined shall have the
respective meanings assigned thereto in the Prospectus.
The Exchange Offer is expected to be commenced by the Trust on or about
__________, 1997. The Letter of Transmittal accompanying the Prospectus (or
in the case of book-entry securities, the ATOP system) is to be used by the
holders of the Old Securities to accept the Exchange Offer and contains
instructions with respect to (i) the delivery of certificates for Old
Securities tendered in connection therewith and (ii) the book-entry transfer
of Old Securities to the Exchange Agent's account.
The Exchange Offer shall expire at 5:00 p.m. New York City time, on
__________, 1997 or on such later date or time to which the Trust may extend
the Exchange Offer from time to time by giving oral (to be confirmed in
writing) or written notice to the Exchange Agent before 9:00 a.m., New York
City time, on the business day following the previously scheduled Expiration
Date.
The Trust expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange and Old Securities not theretofore
accepted for exchange, based upon any conditions of the Exchange Offer described
in the Prospectus. The Trust will give oral (to be confirmed in writing) or
written notice of any
for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.
10. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter
hereof. This Agreement may not be amended or modified nor may any provision
hereof by waived except in writing signed by each party to be bound thereby.
11. TERMINATION. This Agreement shall terminate upon the earlier of (a) the
90th day following the expiration, withdrawal, or termination of the Exchange
Offer, (b) the close of business on the date of actual receipt of written
notice by the Exchange Agent from Xxxxxxx and the Trust stating that this
Agreement is terminated, (c) one year following the date of this Agreement,
or (d) the time and date on which this Agreement shall be terminated by
mutual consent of the parties hereto. Notwithstanding the foregoing,
Paragraphs 2, 3, and 4 shall survive termination of this Agreement.
Kindly indicate the Exchange Agent's acceptance of the foregoing
provisions by signing in the space provided below for that purpose and
returning to Xxxxxxx a copy of this Agreement so signed, whereupon this
Agreement and the Exchange Agent's acceptance shall constitute a binding
agreement between the Exchange Agent, Xxxxxxx and the Trust.
Very truly yours,
XXXXXXX XXXXX, INC.
By:
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
XXXXXXX CAPITAL III
By:
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Regular Trustee
Accepted and agreed to as of
the date first written above:
THE FIRST NATIONAL BANK OF CHICAGO
