BACKGROUNDExchange Agency Agreement • September 10th, 2003 • El Paso Natural Gas Co • Natural gas transmission • New York
EXHIBIT 99.3 EXCHANGE AGENCY AGREEMENT U.S. Bank National Association Corporate Trust Services One Federal Street, 3rd Floor Boston, Massachusetts 02110 Re: Exchange Agency Agreement dated as of December 15, 2004. Ladies and Gentlemen: Nortek, Inc., a...Exchange Agency Agreement • December 17th, 2004 • Governair CORP • Household appliances • Massachusetts
Exhibit 10.7 EXCHANGE AGENCY AGREEMENT September 1, 1999 Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Re: USA Capital Trust I Ladies and Gentlemen:...Exchange Agency Agreement • September 2nd, 1999 • Usa Capital Trust I • State commercial banks • Delaware
FORM OF EXCHANGE AGENCY AGREEMENT October 16, 1997Exchange Agency Agreement • October 16th, 1997 • First American Financial Corp • Title insurance • Delaware
EXHIBIT 99.3 EXCHANGE AGENCY AGREEMENTExchange Agency Agreement • November 12th, 1999 • CNBF Capital Trust I • Delaware
Exhibit 99.3 EXCHANGE AGENCY AGREEMENT Boston EquiServe, L.P. 150 Royall Street Canton, Massachusetts 02021 Ladies and Gentlemen: High Voltage Engineering Corporation, a Delaware corporation (the "Company"), intends to make an offer (the "EXCHANGE...Exchange Agency Agreement • October 17th, 1997 • High Voltage Engineering Corp • Electrical industrial apparatus • Massachusetts
1 2 b. The Corporation and the Trust acknowledge and agree that Bankers Trust has been retained pursuant to this Agreement to act solely as Exchange Agent in connection with the Exchange Offer, and in such capacity, Bankers Trust shall perform such...Exchange Agency Agreement • April 28th, 1997 • Republic New York Capital Ii • National commercial banks • New York
EXCHANGE AGENCY AGREEMENT July , 2005Exchange Agency Agreement • July 27th, 2005 • Greater Bay Bancorp • National commercial banks • Delaware
Greater Bay Bancorp, a California corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange any and all of its outstanding 5.125% Senior Notes, Series C, Due April 15, 2010 (the “Original Notes”) for its 5.125% Senior Notes, Series D, Due April 15, 2010 (the “Exchange Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated July , 2005 (as the same may be amended or supplemented from time to time, the “Prospectus”), to be distributed to all record holders of the Original Notes. The Original Notes and the Exchange Notes are collectively referred to herein as the “Securities.” Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.
EX-99.2 8 dex992.htm FORM OF EXCHANGE AGENT AGREEMENT EXCHANGE AGENCY AGREEMENT Corporate Trust Services One Federal Street, 3rd Floor Boston, Massachusetts 02110 Re: Exchange Agency Agreement dated as of October 22, 2004. Ladies and Gentlemen:Exchange Agency Agreement • May 5th, 2020 • Massachusetts
Reebok International Ltd., a Massachusetts corporation, (the “Company”) intends to make an offer (the “Exchange Offer”) to exchange up to $350,000,000 aggregate principal amount of its new Series B 2% Convertible Debentures due May 1, 2024 (the “New Securities”) issued by the Company pursuant to a Registration Statement of which the Prospectus (as defined below) is a part, for a like principal amount of outstanding 2% Convertible Debentures due May 1, 2024 (the “Old Securities”) issued by the Company. The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated October 26, 2004 (the “Prospectus”), proposed to be distributed to all holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities.” Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Prospectus, dated as of October 26, 2004.
EXHIBIT 99.3 [FORM OF EXCHANGE AGENCY AGREEMENT] First Bank National Association c/o First Trust 180 East Fifth Street St. Paul, Minnesota 55101 Ladies and Gentlemen: Fingerhut Companies, Inc. (the "Company"), a Minnesota corporation, hereby appoints...Exchange Agency Agreement • November 4th, 1996 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 99.3 FORM OF EXCHANGE AGENCY AGREEMENTExchange Agency Agreement • August 28th, 1997 • NGC Corp Capital Trust I • Crude petroleum & natural gas • Delaware
Depositary Notice of ExchangeExchange Agency Agreement • April 18th, 2019
Exchange Agency Agreement: Exchange Agency Agreement, dated as of April 23, 2019, between Mereo BioPharma Group plc, a public limited company incorporated under the laws of England and Wales (“Mereo”) and Citibank, N.A., in its capacity as exchange agent (the “Exchange Agent”). Exchange Ratio: 0.127694 Mereo ADSs per share of OncoMed Common Stock held as of the Effective Time, which is the ADS portion of the Merger Consideration (as defined below) and one (1) Contingent Value Rights (“CVRs”) issued pursuant to the Contingent Value Rights Agreement, dated as of April 23, 2019 (the “CVR Agreement”), by and among the Company and a rights agent (the “Mereo Rights Agent”). No fractional Mereo ADSs or CVRs will be issued in connection with the Merger. Any fractional Mereo ADSs or CVRs will be rounded down to the nearest whole Mereo ADS or CVR, as applicable, with no cash being paid to compensate for such rounding. OncoMed Common Stock: Common Stock of OncoMed Pharmaceuticals, Inc. (“OncoMed”
1 [FORM OF EXCHANGE AGENCY AGREEMENT] , 1997 First Trust of New York, National Association 100 Wall Street New York, NY 10005 Ladies and Gentlemen: Pursuant to the provision of the Offer (the "Exchange Offer") for all of Benton Oil and Gas Company...Exchange Agency Agreement • December 12th, 1997 • Benton Oil & Gas Co • Crude petroleum & natural gas
FORM OF EXCHANGE AGENCY AGREEMENTExchange Agency Agreement • November 27th, 2002 • Northern States Power Co • Electric & other services combined • Minnesota
Northern States Power Company, a Minnesota corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange any and all of its outstanding 8.00% First Mortgage Bonds, Series A due August 28, 2012 (the “Original First Mortgage Bonds”) for its 8.00% First Mortgage Bonds, Series B due August 28, 2012 (the “Exchange First Mortgage Bonds”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 200 (as the same may be amended or supplemented from time to time, the “Prospectus”), to be distributed to all record holders of the Original First Mortgage Bonds. A copy of the Prospectus is attached hereto as Exhibit A. The Original First Mortgage Bonds and the Exchange First Mortgage Bonds are collectively referred to herein as the “Securities.” Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.
EXCHANGE AGENCY AGREEMENTExchange Agency Agreement • July 10th, 2003 • Hexcel Corp /De/ • Abrasive, asbestos & misc nonmetallic mineral prods • New York
Hexcel Corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange its 9.875% Senior Secured Notes due 2008 issued on March 19, 2003 (the “Original Notes”) for its 9.875% Senior Secured Notes due 2008 which have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2003 (the “Prospectus”), to be distributed to all record holders of the Original Notes. The Original Notes and the Exchange Notes are collectively referred to herein as the “Notes.”
EXCHANGE AGENCY AGREEMENTExchange Agency Agreement • July 5th, 2005 • NTK Holdings, Inc. • Massachusetts
NTK Holdings, Inc., a Delaware corporation, (the “Company”) intends to make an offer (the “Exchange Offer”) to exchange up to $403,000,000 aggregate principal amount at maturity of its 103/4% Senior Discount Notes due 2014 (the “New Notes”) issued by the Company, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus (as defined below) is a part, for a like principal amount of outstanding 103/4% Senior Discount Notes due 2014 (the “Existing Notes”) issued by the Company in transactions exempt from or not subject to registration under the Securities Act. The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2005 (the “Prospectus”), proposed to be distributed to all holders of the Existing Notes. The Existing Notes and the New Notes are collectively referred to herein as the “Notes.” Capitalized terms used but not defined herein s
THE WILLIAM CARTER COMPANY The Proscenium 1170 Peachtree Street NE Suite 900 Atlanta, GA 30309Exchange Agency Agreement • November 5th, 2001 • Carters Imagination Inc • Apparel & other finishd prods of fabrics & similar matl • Massachusetts
The William Carter Company, a Massachusetts corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $175,000,000 aggregate principal amount of its 10.875% Series B Senior Subordinated Notes due 2011 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its outstanding 10.875% Senior Subordinated Notes due 2011 (the "Outstanding Notes"), of which $175,000,000 aggregate principal amount is outstanding. The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated __________, 2001 (the "Prospectus"), a copy of which is attached to this Agreement as ATTACHMENT A and is a part of this Agreement, proposed to be distributed to all record holders of the Outstanding Notes. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Prospectus.
EXCHANGE AGENCY AGREEMENT This Exchange Agency Agreement (this "Agreement") is entered into as of August 4, 1998, between IBJ Schroder Bank & Trust Company, a New York banking corporation, as Exchange Agent (the "Agent"), and Thermadyne Holdings...Exchange Agency Agreement • August 4th, 1998 • Thermadyne Holdings Corp /De • Machine tools, metal cutting types • New York
EXHIBIT 99.3 [FORM OF EXCHANGE AGENCY AGREEMENT] The First National Bank of Chicago One First National Plaza, Suite 0126 Chicago, IL 60670-0126 Ladies and Gentlemen: Metris Companies Inc. (the "Company"), a Delaware corporation, hereby appoints The...Exchange Agency Agreement • January 6th, 1998 • Metris Direct Inc • Miscellaneous business credit institution • New York
Exhibit 99.3 Exchange Agency AgreementExchange Agency Agreement • May 12th, 1998 • Northeast Energy Lp • New York
EXHIBIT 99.3 [FORM OF EXCHANGE AGENCY AGREEMENT] The First National Bank of Chicago One First National Plaza Suite 0126 Chicago, Illinois 60670-0126 Attention: Corporate Trust Services Division Ladies and Gentlemen: UNION PLANTERS CORPORATION, a...Exchange Agency Agreement • March 21st, 1997 • Union Planters Corp • National commercial banks
June __, 1997Exchange Agency Agreement • June 3rd, 1997 • Comed Financing Ii • Electric services • Delaware
August ___, 2001 EXCHANGE AGENCY AGREEMENT ------------------------- The Bank of New York Corporate Trust Trustee Administration 101 Barclay Street New York, New York 10286 Ladies and Gentlemen: Hexcel Corporation (the "Company") proposes to make an...Exchange Agency Agreement • August 2nd, 2001 • Hexcel Corp /De/ • Abrasive, asbestos & misc nonmetallic mineral prods • New York
FORM OF EXCHANGE AGENCY AGREEMENTExchange Agency Agreement • January 21st, 2004 • Southwestern Public Service Co • Electric services • New York
Southwestern Public Service Company, a New Mexico corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange any and all of its outstanding Series C Senior Notes, 6% due 2033 (the “Original Senior Notes”) for its Series D Senior Notes, 6% due 2033 (the “Exchange Senior Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2004 (as the same may be amended or supplemented from time to time, the “Prospectus”), to be distributed to all record holders of the Original Senior Notes. A copy of the Prospectus is attached hereto as Exhibit A. The Original Senior Notes were, and subject to the satisfaction of the terms and conditions of the Exchange Offer the Exchange Senior Notes will be, issued pursuant to the Indenture dated as of February 1, 1999, as supplemented and to be supplemented by various supplemental indentures, between the Company and JPMorgan Change Bank, as successor in interest to Th
1 EXHIBIT 25.4 EXCHANGE AGENCY AGREEMENT This Agreement is entered into as of July , 1998 between IBJ Schroder Bank & Trust Company, a banking corporation organized under the laws of the State of New York, as Exchange Agent (the "Agent"), Tri-State...Exchange Agency Agreement • July 15th, 1998 • Tri State Outdoor Media Group Inc
FORM OF EXCHANGE AGENCY AGREEMENTExchange Agency Agreement • October 9th, 2003 • Xcel Energy Inc • Electric & other services combined • Minnesota
Xcel Energy Inc., a Minnesota corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange any and all of its outstanding 3.40% Senior Notes, Series A due 2008 (the “Original Senior Notes”) for its 3.40% Senior Notes, Series B due 2008 (the “Exchange Senior Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 200 (as the same may be amended or supplemented from time to time, the “Prospectus”), to be distributed to all record holders of the Original Senior Notes. A copy of the Prospectus is attached hereto as Exhibit A. The Original Senior Notes and the Exchange Senior Notes are collectively referred to herein as the “Securities.” Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.
FORM OF EXCHANGE AGENCY AGREEMENTExchange Agency Agreement • January 21st, 2004 • Northern States Power Co /Wi/ • Electric services • Colorado
FORM OF EXCHANGE AGENCY AGREEMENTExchange Agency Agreement • December 17th, 2002 • Public Service Co of Colorado • Electric & other services combined • Colorado
Public Service Company of Colorado, a Colorado corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange any and all of its outstanding 7.875% First Collateral Trust Bonds, Series No. 8 due 2012 (the “Original First Collateral Trust Bonds”) for its 7.875% First Collateral Trust Bonds, Series No. 10 due 2012 (the “Exchange First Collateral Trust Bonds”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 200 (as the same may be amended or supplemented from time to time, the “Prospectus”), to be distributed to all record holders of the Original First Collateral Trust Bonds. A copy of the Prospectus is attached hereto as Exhibit A. The Original First Collateral Trust Bonds and the Exchange First Collateral Trust Bonds are collectively referred to herein as the “Securities.” Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.
