PMA CAPITAL CORPORATION Exchange Offer Dealer Manager AgreementExchange Offer Dealer Manager Agreement • October 21st, 2004 • Pma Capital Corp • Fire, marine & casualty insurance • New York
PMA Capital Corporation, a company duly organized and existing under the laws of the Commonwealth of Pennsylvania (the ”Company”), plans to make an offer to exchange 7.50 % Senior Secured Convertible Debentures due 2022 (the “New Notes”) for its outstanding 4.25% Senior Convertible Debentures due 2022 (the “Old Notes”). The Company will exchange $1,000 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered in the Exchange Offer, on the terms and conditions set forth in the Prospectus and the related Letter of Transmittal (each as defined below). The Old Notes were issued pursuant to an indenture, dated as of October 21, 2002, as amended and supplemented (the “Old Indenture”), among the Company and State Street Bank and Trust Company (the “Trustee”). The offer to exchange the New Notes for the Old Notes is referred to as the “Exchange Offer.” The New Notes are to be issued under an indenture (the “New Indenture”) among the Company, and U.S. Bank National As
CHESAPEAKE ENERGY CORPORATION Form of Exchange Offer Dealer Manager AgreementExchange Offer Dealer Manager Agreement • November 21st, 2003 • Chesapeake Orc LLC • Crude petroleum & natural gas • New York
Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), plans to make an offer to exchange (the “Exchange Offer”) a combination of its (i) 7.75% Senior Notes due 2013 (the “7.75% Notes”) and (ii) 6.875% Senior Notes due 2016 (the “6.875% Notes”, and together with the 7.75% Notes, the “New Notes”) for its outstanding 8.125% Senior Notes due 2011 (the “Old Notes”). The Company will offer holders of Old Notes the choice of exchanging $[ ] principal amount of 7.75% Notes for each $1,000 principal amount of Old Notes or $[ ] principal amount of 6.875% Notes for each $1,000 principal amount of Old Notes, in each case tendered in the Exchange Offer on the terms and conditions set forth in the Prospectus and the related Letter of Transmittal (each as defined below). Capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Prospectus.
