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Document Preview Unit Agreement |
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Title: |
Unit Agreement |
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Entities: |
AEGON NV; Citibank, NA; AEGON Funding Corp. II |
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Date: |
2003 |
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Size: |
Preview shows 17KB of 71KB total |
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Price: |
$48 |
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ID: |
#193031 |
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UNIT AGREEMENT
Dated as of , 2003,
AMONG:
| (1) | AEGON N.V., a Netherlands public company; |
| (2) | AEGON Funding Corp., a company incorporated under the laws of the State of Delaware; |
| (3) | AEGON Funding Corp. II, a company incorporated under the laws of the State of Delaware (each of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II, an Issuer and, collectively, the Issuers); |
| (4) | [ ], acting solely as unit agent under this Agreement (in its capacity as unit agent, the Agent, except to the extent that this Agreement specifically states that the Agent is acting in another capacity); |
| (5) | Citibank, N.A., as trustee under the Indenture described below (in its capacity as trustee under the Indenture described below, the Trustee); |
| (6) | [ ], as purchase contract agent under the Purchase Contract Agreement described below (in its capacity as the purchase contract agent under the Purchase Contract Agreement described below, the Purchase Contract Agent); and |
| (7) | [ ], as warrant agent under the Warrant Agreement described below (in its capacity as warrant agent under the Warrant Agreement described below, the Warrant Agent). |
WHEREAS
| (A) | the Issuers have entered into an Indenture dated as of October 11, 2001 between the Issuers and Citibank, N.A., as Trustee (the Indenture); |
| (B) | the Issuers have entered into a Purchase Contract Agreement dated as of [ ] between the Issuers and [ ], as Purchase Contract Agent (the Purchase Contract Agreement); |
| (C) | the Issuers have entered into a Warrant Agreement dated as of [ ] between the Issuers and [ ], as Warrant Agent (the Warrant Agreement); |
| (D) | the Issuers desire to provide for the issuance of units (the Units) consisting of one or more Notes, Warrants, Guarantees and/or Purchase Contracts, each as defined below, or any combination thereof; and |
| (E) | the Issuers desire the Agent to act on behalf on the Issuers, and the Agent is willing so to act, in connection with the issuance and exercise of Units and the registration, transfer, exchange and replacement of Unit Certificates (Unit Certificates) and other matters as provided herein. |
NOW, THEREFORE, for due and adequate consideration, the parties hereto hereby agree as follows:
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| 1. | DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION |
| 1.1 | Definitions |
For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
| (a) | the terms defined in this Section have the meanings assigned to them in this Section and include the plural as well as the singular; |
| (b) | all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the Netherlands in effect at the time of any computation; and |
| (c) | the words herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision. |
Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing.
Agent means the Person named as the Agent in the first paragraph of this Agreement until a successor Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter Agent shall mean such successor Person.
Agreement means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.
Automatic Separation Date has the meaning specified in Section 4.1.
Board of Directors means the Supervisory Board, Executive Board or board of directors of any Issuer or any other committee duly authorized to act on its behalf with respect to this Agreement.
Board Resolution means one or more resolutions certified by the Secretary or an Assistant Secretary of any Issuer to have been duly adopted or consented to by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Agent.
Corporate Trust Office means the office of the Agent at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at [ ].
Definitive, when used immediately before a term representing a Security, shall refer to the definitive form for that Security.
Definitive Security means any Security in definitive form.
Definitive Unit means any Unit comprised of Definitive Securities.
Definitive Unit Certificate means a Certificate for a Definitive Unit.
Depositary means DTC or any successor as the Holder of any Global Units.
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