EXHIBIT 1.1 FORM OF DEALER MANAGERS AGREEMENTDealer Managers Agreement • November 1st, 2001 • Usx Corp • Petroleum refining • New York
DEALER MANAGERS AGREEMENTDealer Managers Agreement • August 11th, 2005 • Federative Republic of Brazil • Foreign governments • New York
EX-4 5 d390354dex4.htm DEALER MANAGERS AGREEMENT DEALER MANAGERS AGREEMENT August 3, 2012 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 Goldman, Sachs & Co. New York, New York 10282 Merrill Lynch, Pierce, Fenner &...Dealer Managers Agreement • May 5th, 2020 • New York
EX-1.1 2 dex11.htm DEALER MANAGERS AGREEMENT Execution Copy GENERAL MOTORS CORPORATION DEALER MANAGERS AGREEMENT April 26, 2009 Morgan Stanley & Co. Incorporated Banc of America Securities LLC Barclays Capital Inc. Deutsche Bank Securities Inc....Dealer Managers Agreement • May 5th, 2020 • New York
General Motors Corporation, a Delaware corporation (the “Company”), plans, on the terms and subject to the conditions described in the Prospectus (as defined below), to make offers to exchange (the “Exchange Offers”) any and all of the outstanding (i) public unsecured notes denominated in U.S. Dollars (“USD”) of the Company of each series listed on Schedule 1 hereto (the “Old GM USD Notes”), (ii) public unsecured notes denominated in Euro of the Company of each series listed on Schedule 1 hereto (“Old GM Euro Notes” and, together with the Old GM USD Notes, the “Old GM Notes”) and (iii) public unsecured notes denominated in Pounds Sterling (“GBP”) of GM Nova Scotia Finance Company (“GM Nova Scotia”) of each series listed on Schedule 1 hereto (the “Old GM Nova Scotia Notes” and, together with the Old GM Euro Notes, the “Old Non-USD Notes” and the Old Non-USD Notes together with the Old GM Notes, the “Old Notes”), in each case validly tendered and not validly withdrawn in the Exchange Off
Dealer Managers AgreementDealer Managers Agreement • October 8th, 2004 • Bolivarian Republic of Venezuela • New York
DEALER MANAGERS AGREEMENTDealer Managers Agreement • January 30th, 2002 • Transocean Sedco Forex Inc • Drilling oil & gas wells • New York
DEALER MANAGERS AGREEMENTDealer Managers Agreement • May 10th, 2004 • United Mexican States • Foreign governments • New York
DEALER MANAGERS AGREEMENTDealer Managers Agreement • October 27th, 2009 • General Cable Corp /De/ • Drawing & insulating of nonferrous wire • New York
General Cable Corporation, a Delaware corporation (the “Company”), plans to make an offer (together with any amendments, supplements or extensions thereof, the “Offer”) to exchange up to $439,375,000 aggregate principal amount of its Subordinated Convertible Notes due 2029 (the “New Notes”) for its outstanding 1.0% Senior Convertible Notes due 2012 ($475,000,000 aggregate principal amount outstanding) (the “Old Notes”) and the related guarantees. The Old Notes were issued pursuant to an Indenture dated as of October 2, 2007, among the Company, the subsidiary guarantors parties thereto (the “Guarantors”), and U.S. Bank National Association, as trustee (the “Old Indenture”). The New Notes will be issued pursuant to an Indenture, to be dated as of the Settlement Date (as hereinafter defined) (the “New Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
DEALER MANAGERS AGREEMENTDealer Managers Agreement • October 16th, 2009 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores
Duane Reade Inc., a Delaware corporation (the “Company”), and Duane Reade, a New York general partnership and subsidiary of the Company (“Duane Read GP” and, together with the Company, the “Issuers”), plan to (a) commence a tender offer for any and all of their outstanding Senior Secured Floating Rate Notes due 2010 (the “Floating Rate Notes”) and engage in a related solicitation of consents from holders of Floating Rate Notes to certain amendments to the indenture under which the Floating Rate Notes were issued (the “FRN Indenture”) (such tender offer and consent solicitation being collectively referred to herein as the “FRN Tender Offer”); and (b) commence a tender offer for any and all of their outstanding Senior Subordinated Notes due 2011 (“Senior Subordinated Notes” and, together with the Floating Rate Notes, the “Securities”) and engage in a related solicitation of consents from holders of the Senior Subordinated Notes to certain amendments to the indenture under which the Senio
DEALER MANAGERS AGREEMENTDealer Managers Agreement • January 8th, 2007 • United Mexican States • Foreign governments • New York
Dealer Managers AgreementDealer Managers Agreement • October 16th, 2007 • Domtar Paper Company, LLC • Paper mills
Capitalized terms used but not defined in this Annex A have the meanings assigned to such terms in the Dealer Managers Agreement to which this Annex A is attached (the “Agreement”).
DEALER MANAGERS AGREEMENTDealer Managers Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
Aeroflex Incorporated, a Delaware corporation (the “Company”), plans to commence a tender offer (the “Tender Offer”) for certain of the Company’s outstanding 11.75% Senior Notes due 2015 (the “Securities”) such that the aggregate amount that the Company would be required to pay for the purchase of the Securities shall not exceed $187,250,000 (which amount is subject to change), upon the terms and subject to the conditions set forth in the tender offer materials (the “Offer Material”) which the Company has caused to be prepared and furnished to you on or prior to the date hereof for use in connection with the Tender Offer, including (a) the offer to purchase dated the date hereof (the “Offer to Purchase”), (b) the letter of transmittal to be used by holders to tender Securities (the “Letter of Transmittal”) and (c) any press releases or newspaper advertisements relating to the Tender Offer. Any other offering materials and information relating to the Tender Offer that the Company or any
Dealer Managers AgreementDealer Managers Agreement • July 28th, 2008 • Panama Republic Of • Foreign governments • New York
Invitation”, “Description of the 2029 Bonds” and “Taxation—United States Federal Income and Estate Taxation” in the Prospectus and under the captions “Debt Securities” in the Basic Prospectus as then amended or supplemented insofar as they purport to summarize provisions of documents therein described; that such counsel do not express any opinion or belief as to the financial statements and related schedules or other financial or statistical data; that such counsel do not express an opinion or belief as to the laws of Panama or as to information supplied by or on behalf of the Joint Dealer Managers in writing expressly for use therein; and that their letter is furnished as United States counsel for Panama to you and is solely for the benefit of the Joint Dealer Managers.
Exhibit K REPUBLIC OF THE PHILIPPINES U.S. DOLLAR-DENOMINATED GLOBAL BONDS DUE 2011 DEALER MANAGERS AGREEMENTDealer Managers Agreement • February 25th, 2004 • Republic of the Philippines • Foreign governments • New York
Exhibit 1(a) DEALER MANAGERS AGREEMENT October 9, 1995 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Lehman Brothers Inc. 3 World Financial Center New York, New York 10285 Smith Barney Inc. 388 Greenwich Street New York, New York 10013...Dealer Managers Agreement • October 10th, 1995 • Florida Power & Light Co • Electric services • New York
DEALER MANAGERS AGREEMENTDealer Managers Agreement • August 17th, 2006 • Federative Republic of Brazil • Foreign governments • New York
Dealer Managers AgreementDealer Managers Agreement • October 16th, 2007 • Domtar Paper Company, LLC • Paper mills • New York
Capitalized terms used but not defined in this Annex A have the meanings assigned to such terms in the Dealer Managers Agreement to which this Annex A is attached (the “Agreement”)
