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Exhibit 4.8
TRIPARTITE/CONVERSION AGREEMENT
AUGUST 8, 2000
This Tripartite/Conversion Agreement (the "Agreement") is made as of
the 8th day of August, 2000 by and between The Chase Manhattan Bank ("Chase")
and First Union National Bank ("First Union").
WHEREAS, Chase is terminating its services provided to ▇▇▇▇▇▇ Dodge
Corporation ("▇▇▇▇▇▇ Dodge") under certain instruments described in this
Agreement; and
WHEREAS, ▇▇▇▇▇▇ Dodge is appointing First Union to succeed Chase under
those instruments.
NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF
WHICH IS HEREBY ACKNOWLEDGED, AND INTENDING TO BE LEGALLY BOUND HEREBY, THE
PARTIES HERETO AGREE:
1. Definitions
"Agent" means the capacities in which Chase currently services under
any of the Relevant Instruments (including, without limitation, trustee,
registrar, paying agent, transfer agent, tender agent, custodian or escrow
agent).
"Bearer Bonds" means all Bonds which are in bearer form or which are
registered as to principal only.
"Bonds" shall mean, collectively, the 6 3/8% Notes of ▇▇▇▇▇▇ Dodge, due
November 1, 2004, and the 7 1/8% Debentures of ▇▇▇▇▇▇ Dodge due November 1,
2027.
"Conversion Date" shall mean August 10, 2000, or such other date to
which Chase, First Union and ▇▇▇▇▇▇ Dodge shall agree.
"Relevant Instruments" means the Indenture and any other instruments to
which Chase is a party in any capacity (including, without limitation, trustee,
registrar, paying agent, transfer agent, tender agent, custodian or escrow
agent) related to the Bonds and the Indenture.
"Sinking Funds" means all moneys, investments, securities and other
property held by Chase for the payment of Unpresented Items.
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"Unpresented Items" means all unpresented Bonds and coupons thereon
issued by ▇▇▇▇▇▇ Dodge which were due and payable prior to the Conversion Date.
2. Termination and Appointment.
Chase hereby resigns as Agent under the Relevant Instruments effective
as of the Conversion Date. First Union accepts its appointment as successor
Agent under the Relevant Instruments effective as of the Conversion Date.
Following the date of execution hereof, Chase shall comply with all reasonable
written requests made by First Union which are necessary or required to achieve
the transfer of the functions of Agent to First Union by the Conversion Date.
Notwithstanding the previous sentence, Chase shall not be required to transfer,
assign or record any mortgage or other document relative to the Bonds, except as
requested by ▇▇▇▇▇▇ Dodge.
3. The Bonds.
Chase will provide First Union with the information in Exhibit A with
respect to the Bonds on or prior to the Conversion Date, which information shall
be true and accurate in all material aspects as of the Conversion Date.
4. Documentation Transfer.
Chase, as promptly as possible, will provide First Union with the
documentation listed in Exhibit A attached hereto. Any information transferred
by Chase to First Union electronically shall be true and accurate in all
material respects as and when transferred.
5. Sinking Funds and Unpresented Items.
Chase agrees to deposit all Sinking Funds with First Union on the
Conversion Date, along with a statement as to the allocation thereof among each
series of Bonds held by it for payment of the Unpresented Items, which statement
shall be, when received, attached hereto as Exhibit B, and which information
shall be true and accurate in all material respects as of the Conversion Date.
6. Imbalance Condition.
If Chase's registration books with respect to any series of outstanding
Bonds indicate that the aggregate principal amount of such series is greater or
less than the aggregate principal amount of such series shown on Chase's records
as outstanding (an "Imbalance Condition"), Chase will either (i) reconcile the
registration books for such series on or prior to the Conversion Date and
provide documentary support for such reconciliation to First Union, or (ii)
deliver to First Union on or prior to the Conversion Date the requisite
principal amount of Bonds of such series (registered or bearer) for cancellation
so that the records for such series shall be equal to the total Bonds of such
series shown on the Agency's records as outstanding.
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7. Official Bank Records.
Chase hereby agrees to maintain all official bank records in connection
with its prior duties as Agent, except for the documentation listed in Exhibit
A, including but not limited to transfer records, payment records, certificate
records, cremation records, issuance records, stop payments, tax reporting and
correspondence records, all to be maintained in accordance with standard
industry practice. Any inquiries received by First Union which relate to
transactions that occurred prior to the Conversion Date will be the
responsibility of Chase. Within 48 hours of receipt of any such inquiry, First
Union shall deliver said inquiry to Chase for its response. First Union shall
comply with all reasonable written requests made by Chase that are necessary or
required to investigate and resolve such inquiries.
8. Sinking Fund Payments.
First Union will maintain complete records in accordance with the
Relevant Instruments, industry standards and all applicable statutory or
regulatory requirements of all payments made from the Sinking Funds on and after
the Conversion Date. Such records shall include for each payment from the
Sinking Funds, the amount of such payment, the unique identifying number of the
item paid, the purpose of such payment, the date of such payment, and the person
or institution to whom the payment was made. First Union shall retain any
canceled item against which payments have been made from the Sinking Funds until
such items are delivered to and/or canceled by First Union pursuant to the terms
of the Indenture.
9. Payments on Unpresented Items.
First Union agrees that it will make all payments on the Unpresented
Items properly presented on and after the Conversion Date. All such payments
made by First Union on the Unpresented Items will be paid from the Sinking Funds
to the extent of funds actually remitted to First Union by Chase pursuant to
Section 5 hereof. In the event any such payments exceed the amount in the
Sinking Funds, First Union will make such payments and shall promptly notify
Chase in writing of such excess, request reimbursement and submit records as set
forth in Section 8 above substantiating such request for reimbursement. Upon
receipt of such request and supporting records Chase shall examine the records
submitted by First Union and reimburse First Union for the amount requested
within 90 calendar days unless (i) Chase requests additional records to be
submitted to substantiate First Union's claim, in which case Chase shall be
entitled to an additional 90 calendar days from the delivery of the additional
records by First Union within which to examine such additional records before
making the reimbursement for the amount requested; (ii) Chase demonstrates that
it was not responsible for the insufficiency of sinking funds; or (iii) Chase
demonstrates that the payment made by First Union was improper.
10. Best Efforts.
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Chase shall use its commercially reasonable efforts to cooperate with
First Union in effecting the transfer of the function of Agent with respect to
the Relevant Instruments to First Union on the Conversion Date. The parties
agree to use their best efforts to cause the Conversion Date to occur no later
than August 14, 2000.
11. Transfer of Monies and Investments.
On or prior to the Conversion Date Chase shall deliver to First Union,
as successor Trustee, all monies and investments then held (whether physically
or in book entry or similar form) by Chase as Agent in any fund or account
maintained by Chase in its Corporate Trust Department under any of the Relevant
Instruments (excluding monies or investments held for payment of Bonds of any
series which have been entirely called for redemption, or which have matured or
will mature, prior to the Conversion Date); together with a list of such funds
and accounts and the monies and investments held therein as set forth in Exhibit
A hereto, which information shall be true and accurate in all material respects
as of the Conversion date.
12. Governing Law.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
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IN WITNESS WHEREOF, Chase and First Union have caused this Agreement to
be executed as of the date first written above.
THE CHASE MANHATTAN BANK
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its Vice President
[Seal]
FIRST UNION NATIONAL BANK
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its Vice President
[Seal]
Acknowledged and Agreed by:
▇▇▇▇▇▇ DODGE CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its Vice President and Treasurer
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Exhibit A
1. Certification of principal outstanding by maturity and CUSIP number
2. Certified list of rates and maturity dates
3. Certified list of holders
4. Certified list of called/matured but unpresented securities by date,
including amounts
5. Unpresented funds report
6. List of stops, stop transfers, indemnity bonds and related files
7. List of lost holders
8. Lost holder funds
9. Created maturity bills for any future payments
10. Escheatment list and corresponding funds, if applicable
11. List of non-certified holders
12. List of holders coded for B-Notices
13. List of holders coded for C-Notices
14. List of foreign holders
15. Certification of W-8/W-9 due diligence
16. Seasonal/secondary/disbursement address records, to include wire and
ACH instructions
17. Transfer, redemption, and payment journals for the period covering the
report creation date and the conversion effective date
18. Certificate inventory and corresponding control report
