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Exhibit 99.5
EXCHANGE AGENT AGREEMENT
___________ _, 2002
State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, Massachusetts 02111-1724
Attn: Earl Dennison
North American Van Lines, Inc. (the "Company") proposes to make an offer
(the "Exchange Offer") to exchange up to $150,000,000 aggregate principal amount
of its 13 3/8% Senior Subordinated Notes due 2009 (the "Exchange Notes"), which
will be registered under the Securities Act of 1933, as amended (the "Securities
Act"), for a like principal amount of its outstanding 13 3/8% Senior Notes due
2009 (the "Initial Notes"). The terms and conditions of the Exchange Offer, as
currently contemplated, are set forth in a prospectus, expected to be dated on
or about ______ _, 2002 (the "Prospectus"), proposed to be distributed to all
record holders of the Initial Notes. The Initial Notes and the Exchange Notes
are collectively referred to herein as the "Notes."
The Company hereby appoints State Street Bank and Trust Company to act as
exchange agent (the "Exchange Agent") in connection with the Exchange Offer.
References hereinafter to "you" shall refer to State Street Bank and Trust
Company.
The Exchange Offer is expected to be commenced by the Company on or about
________ __, 2002. The applicable Letter of Transmittal accompanying the
Prospectus (or in the case of book entry securities, the ATOP system) is to be
used by the holders of Initial Notes to accept the Exchange Offer and contains
instructions with respect to the delivery of certificates for the Initial Notes
tendered in connection therewith.
The Exchange Offer shall expire at 5:00 p.m., New York City time, on
________ _, 2002 or on such later date or time to which the Company may extend
the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions
set forth in the Prospectus, the Company expressly reserves the right to extend
the Exchange Offer from time to time and may extend the Exchange Offer by giving
oral (to be confirmed in writing) or written notice to you before 9:00 a.m., New
York City time, on the business day following the previously scheduled
Expiration Date.
The Company expressly reserves the right to delay acceptance of any
Initial Notes, to amend the Exchange Offer, or to extend or terminate the
Exchange Offer and not to accept for exchange any Initial Notes not previously
accepted for exchange, upon the occurrence of any of the conditions of the
Exchange Offer specified in the Prospectus under the caption "The Exchange
Offer--Conditions." The Company will give oral (to
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be confirmed in writing) or written notice to you, as promptly as practicable,
of any amendment, termination or nonacceptance.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
Section 1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The Exchange
Offer" or as specifically set forth herein; PROVIDED, HOWEVER, that in no way
will your general duty to act in good faith be discharged by the foregoing.
Section 2. You will establish an account with respect to the Initial Notes
at The Depository Trust Company (the "Book-Entry Transfer Facility") for
purposes of the Exchange Offer within two business days after the date of the
Prospectus (or, if you already have established an account with the Book-Entry
Transfer Facility suitable for the Exchange Offer, you will identify such
pre-existing account to be used in the Exchange Offer), and any financial
institution that is a participant in the Book-Entry Transfer Facility's systems
may make book-entry delivery of Initial Notes by causing the Book-Entry Transfer
Facility to transfer such Initial Notes into your account in accordance with the
Book-Entry Transfer Facility's procedure for such transfer.
Section 3. You are to examine each of the Letters of Transmittal and each
of the certificates for Initial Notes (or confirmation of book-entry transfer
into your account at the Book-Entry Transfer Facility) and any message
transmitted by a Book-Entry Transfer Facility to, and received by, the Exchange
Agent and forming a part of a Book-Entry Confirmation, which message states that
the Book-Entry Transfer Facility has received an express acknowledgement from
the participant in the Book-Entry Transfer Facility exchanging the Initial Notes
which are the subject of the Book-Entry Confirmation that the participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that the Company may enforce the Letter of Transmittal against the participant
(the "Agent's Message") and any other documents delivered or mailed to you by or
for holders of Initial Notes to ascertain whether: (i) each such document is
duly executed and properly completed in accordance with instructions set forth
therein and (ii) the Initial Notes have otherwise been properly tendered. In
each case where the Letter of Transmittal or any other document has been
improperly completed or executed or any of the certificates for Initial Notes
are not in proper form for transfer or some other irregularity in connection
with the acceptance of the relevant Exchange Offer exists, you will endeavor to
inform the presenters of the need for fulfillment of all requirements and to
take any other action as may be necessary or advisable to cause such
irregularity to be corrected, unless we have advised you that we waive such
irregularity.
Section 4. With the approval (such approval, if given orally, to be
confirmed in writing) of any Chief Executive Officer, Secretary or Vice
President (each, an
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"Officer") of the Company or any other party designated by such Officer in
writing, you are authorized to waive any irregularities in connection with any
tender of Initial Notes pursuant to the Exchange Offer. Set forth in Exhibit B
hereto is a list of the names and specimen signatures of each Officer authorized
to act for the Company under this Exchange Agent Agreement (the "Agreement").
The Secretary of the Company shall, from time to time, certify to you the names
and signatures of any other persons authorized to act for the Company under this
Agreement.
Section 5. Tenders of Initial Notes may be made only as set forth in the
applicable Letter of Transmittal and in the section of the Prospectus captioned
"The Exchange Offer--Procedures for Tendering," and Initial Notes shall be
considered properly tendered to you only when tendered in accordance with the
procedures set forth therein.
Notwithstanding the provisions of this Section 5, Initial Notes which are
approved as having been properly tendered by an Officer pursuant to Section 4 of
this Agreement shall be considered to be properly tendered (such approval, if
given orally, shall be confirmed in writing).
Section 6. You shall advise the Company with respect to any Initial Notes
received subsequent to the Expiration Date and accept its written instructions
with respect to disposition of such Initial Notes.
Section 7. Notwithstanding the procedures set forth in the Prospectus
under the section entitled "Exchange Offer" or in the Letter of Transmittal, you
shall accept tenders:
(a) in cases where the Initial Notes are registered in two or more names,
only if signed by all named holders;
(b) in cases where the signing person (as indicated on the applicable
Letter of Transmittal) is acting in a fiduciary or a representative capacity,
only when proper evidence of his or her authority so to act is submitted; and
(c) from persons other than the registered holder of Initial Notes
provided that customary transfer requirements, including the payment by such
persons of any applicable transfer taxes, are fulfilled.
You shall accept partial tenders of Initial Notes where so indicated and
as permitted in the applicable Letter of Transmittal and deliver certificates
for Initial Notes to the transfer agent for split-up and return any untendered
Initial Notes to the holder (or to such other person as may be designated in the
applicable Letter of Transmittal) as promptly as practicable after expiration or
termination of the Exchange Offer.
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Section 8. Upon satisfaction or waiver all of the conditions to the
Exchange Offer, the Company will notify you (such notice if given orally, to be
confirmed in writing) of its acceptance, promptly after the Expiration Date, of
all Initial Notes properly tendered and you, on behalf of the Company, will
exchange such Initial Notes for Exchange Notes and cause such Initial Notes to
be cancelled. Delivery of Exchange Notes will be made on behalf of the Company
by you at the rate of $1,000 principal amount of Exchange Notes for each $1,000
principal amount of the Initial Notes tendered promptly after notice (such
notice if given orally, to be confirmed in writing) of acceptance of such
Initial Notes by the Company; PROVIDED, HOWEVER, that in all cases, Initial
Notes tendered pursuant to the Exchange Offer will be exchanged only after
timely receipt by you of certificates for such Initial Notes (or confirmation of
book-entry transfer into your account at the Book-Entry Transfer Facility), a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees and any other required
documents. You shall issue Exchange Notes only in denominations of $1,000 or any
integral multiple thereof.
Section 9. Tenders pursuant to the Exchange Offer are irrevocable, except
that, subject to the terms and upon the conditions set forth in the Prospectus
and the Letters of Transmittal, Initial Notes tendered pursuant to the Exchange
Offer may be withdrawn at any time prior to the Expiration Date.
Section 10. The Company shall not be required to exchange any Initial
Notes tendered if any of the conditions set forth in the Exchange Offer are not
met. Notice of any decision by the Company not to exchange any Initial Notes
tendered shall be given (such notice, if given orally, to be confirmed in
writing) by the Company to you.
Section 11. If, pursuant to the Exchange Offer, the Company does not
accept for exchange all or part of the Initial Notes tendered because of an
invalid tender, the occurrence of certain other events set forth in the
Prospectus under the caption "The Exchange Offer--Conditions" or otherwise, you
shall as soon as practicable after the expiration or termination of the Exchange
Offer return those certificates for unaccepted Initial Notes (or effect
appropriate book-entry transfer), together with any related required documents
and the Letters of Transmittal relating thereto that are in your possession, to
the persons who deposited them.
Section 12. All certificates for reissued Initial Notes, unaccepted
Initial Notes or for Exchange Notes (other than those effected by book-entry
transfer) shall be forwarded by you by (a) first-class certified mail, return
receipt requested, under a blanket surety bond obtained by you protecting you
and the Company from loss or liability arising out of the nonreceipt or
nondelivery of such certificates or (b) registered mail insured separately for
the replacement value of each of such certificates.
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Section 13. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any person to solicit tenders.
Section 14. As Exchange Agent hereunder you:
(a) shall have no duties or obligations other than those specifically set
forth herein or as may be subsequently agreed to in writing by you and the
Company;
(b) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of any of
the certificates or the Initial Notes represented thereby deposited with you
pursuant to the Exchange Offer, and will not be required to and will make no
representation as to the validity, value or genuineness of the Exchange Offer;
PROVIDED, HOWEVER, that in no way will your general duty to act in good faith be
discharged by the foregoing;
(c) shall not obligated to take any legal action hereunder; if, however,
you determine to take any legal action hereunder, and, where the taking of such
action might, in your judgment, subject or expose you to any expense or
liability, you shall not be required to act unless you shall have been furnished
with an indemnity satisfactory to you;
(d) may reasonably rely on and shall be protected in acting in good faith
in reliance upon any certificate, instrument, opinion, notice, letter, facsimile
or other document or security delivered to you and reasonably believed by you to
be valid, genuine and to have been signed by the proper party or parties;
(e) may reasonably act upon any tender, statement, request, comment,
agreement or other instrument whatsoever not only as to its due execution and
validity and effectiveness of its provisions, but also as to the truth and
accuracy of any information contained therein, which you shall in good faith
reasonably believe to be genuine or to have been signed or represented by a
proper person or persons;
(f) may rely on and shall be authorized and protected in acting or failing
to act upon the written, telephonic and oral instructions with respect to any
matter relating to you acting as Exchange Agent covered by this Exchange Agent
Agreement (or supplementing or qualifying any such actions) of officers of the
Company;
(g) shall not advise any person tendering Initial Notes pursuant to the
Exchange Offer as to the wisdom of making such tender or as to the market value
or decline or appreciation in market value of any Initial Notes;
(h) may consult with your counsel with respect to any questions relating
to your duties and responsibilities and the opinion of such counsel shall be
full and complete
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authorization and protection in respect of any action taken, suffered or omitted
to be taken by you hereunder in good faith and in accordance with the advice or
written opinion of such counsel; and
(i) may perform any of your duties hereunder either directly or by or
through agents or attorneys, PROVIDED, HOWEVER, that you shall be as fully
responsible to the Company for the acts and omissions of any agent or attorney
as you are for your own acts and omissions.
Section 15. You shall take such action as may from time to time be
requested by the Company or its counsel (and such other action as you may
reasonably deem appropriate) to furnish copies of the Prospectus, Letters of
Transmittal and the Notice of Guaranteed Delivery (as defined in the Prospectus)
or such other forms as may be approved from time to time by the Company, to all
persons requesting such documents and to accept and comply with telephone
requests for information relating to the Exchange Offer, provided that such
information shall relate only to the procedures for accepting (or withdrawing
from) the Exchange Offer. The Company will furnish you with copies of such
documents at your request. All other requests for information relating to the
Exchange Offer shall be directed to the Company, Attention: Ralph A. Ford,
Senior Vice President & General Counsel.
Section 16. You shall advise by facsimile transmission or telephone, and
promptly thereafter confirm in writing to the Company and Debevoise & Plimpton,
counsel for the Company, and such other persons as they may request, daily (and
more frequently during the week immediately preceding the Expiration Date and if
otherwise requested) up to and including the Expiration Date, as to the number
of Initial Notes which have been tendered pursuant to the Exchange Offer and the
items received by you pursuant to this Agreement, separately reporting and
giving cumulative totals as to items properly received, items improperly
received and items covered by Notices of Guaranteed Delivery. In addition, you
will also inform, and cooperate in making available to, the Company or any such
other authorized person or persons upon oral or written request made from time
to time prior to the Expiration Date of such other information as it or he or
she reasonably requests. Such cooperation shall include, without limitation, the
granting by you to the Company and such person as the Company may reasonably
request of access to those persons on your staff who are responsible for
receiving tenders, in order to ensure that immediately prior to the Expiration
Date, the Company shall have received information in sufficient detail to enable
it to decide whether to extend the Exchange Offer. You shall prepare a list of
all registered holders (and other holders known to you) who failed to tender or
whose tenders were not accepted and the aggregate principal amount of Initial
Notes not tendered or not accepted and deliver said list to the Company at least
seven days prior to the Expiration Date. You shall also prepare a final list of
all persons whose tenders were accepted, the aggregate
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principal amount of Initial Notes tendered and the aggregate principal amount of
Initial Notes accepted and deliver said list to the Company.
Section 17. Letters of Transmittal and Notices of Guaranteed Delivery
shall be stamped by you as to the date and the time of receipt thereof and shall
be preserved by you for a period of time at least equal to the period of time
you preserve other records pertaining to the transfer of securities. You shall
dispose of unused Letters of Transmittal and other surplus materials by
returning them to the Company.
Section 18. For services rendered as Exchange Agent hereunder, you shall
be entitled to such compensation and reasonable expenses as set forth on Exhibit
A attached hereto.
Section 19. You hereby acknowledge receipt of the Prospectus and the
Letter of Transmittal and further acknowledge that you have examined each of
them. Any inconsistency between this Agreement, on the one hand, and the
Prospectus or the Letter of Transmittal (as they may be amended from time to
time), on the other hand, shall be resolved in favor of the latter documents,
except with respect to the duties, liabilities and rights, including
compensation and indemnification of you as Exchange Agent, which shall be
controlled by the terms of this Agreement.
Section 20. You hereby expressly waive any lien, encumbrances or right of
set-off whatsoever that you have with respect to any funds deposited with you
pursuant to this Agreement by reason of amounts, if any, owed to you or your
affiliates by the Company or any of its subsidiaries or affiliates, pursuant to
any agreement or arrangement with you or your affiliates.
Section 21. The Company covenants and agrees to indemnify and hold you
(which, for the purposes of this Section 21, shall include your officers,
directors, employees and agents) harmless in your capacity as Exchange Agent
hereunder against any loss, liability, cost, damage, tax (other than any income
tax) or expense, including reasonable attorneys' fees and expenses, (each, a
"Loss" and together, "Losses") arising out of or in connection with the
acceptance or administration of your duties hereunder, including, without
limitation, in connection with any act, omission, delay or refusal taken or made
by you in reasonable reliance upon any signature, endorsement, assignment,
certificate, order, request, notice, instruction or other instrument or document
reasonably believed by you to be valid, genuine and sufficient and in accepting
any tender or effecting any transfer of Initial Notes reasonably believed by you
in good faith to be authorized, and in delaying or refusing in good faith to
accept any tenders or effect any transfer of Initial Notes; PROVIDED, HOWEVER,
that the Company shall not be liable for indemnification or otherwise for any
Loss, to the extent arising out of your negligence, willful breach of this
Agreement, willful misconduct or bad faith. In no case shall the Company be
liable under this indemnity with respect to any claim against you unless the
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Company shall be notified by you, by letter or by facsimile confirmed by letter,
of the written assertion of any action, proceeding, suit or claim against you or
of any other action commenced against you, promptly after you shall have been
served with the summons or other first legal process or have received the first
assertion giving information as to the nature and basis of the action,
proceeding, suit or claim, PROVIDED that failure to so notify the Company will
not relieve the Company of its indemnification obligation under this Agreement
except to the extent that such omission results in a failure of actual notice to
the Company and the Company is materially damaged as a result of failure to give
such notice. The Company shall be entitled to assume or participate in, at its
own expense, the defense of any such action, proceeding, suit or claim. In the
event that the Company shall assume the defense of any such action, proceeding,
suit or claim, the Company shall not be liable for the fees and expenses of any
additional counsel thereafter retained by you so long as the Company shall
retain counsel reasonably satisfactory to you to defend such claim. You shall
not settle or compromise any such action, proceeding, suit or claim or other
action without the prior written consent of the Company.
Section 22. With respect to the Exchange Offer, you shall arrange to
comply with all requirements under the tax laws of the United States, including
those relating to missing Tax Identification Numbers, and shall file any
appropriate reports with the Internal Revenue Service. The Company understands
that you are required to deduct 30% on payments to holders who have not supplied
their correct Taxpayer Identification Number or required certification. Such
funds will be turned over to the Internal Revenue Service in accordance with
applicable regulations.
Section 23. You shall notify the Company of the amount of any transfer
taxes payable in respect of the exchange of the Initial Notes and, upon receipt
of written approval by the Company, you shall deliver or cause to be delivered,
in a timely manner to each governmental authority to which any transfer taxes
are payable in respect of the exchange of Initial Notes, your check in the
amount of all transfer taxes so payable, and the Company shall reimburse you for
the amount of any and all transfer taxes payable in respect of the exchange of
Initial Notes; PROVIDED, HOWEVER, that you shall reimburse the Company for
amounts refunded to you in respect of your payment of any such transfer taxes,
at such time as such refund is received by you.
Section 24. This Agreement and your appointment as Exchange Agent
hereunder shall be construed and enforced in accordance with the laws of the
State of New York applicable to agreements made and to be performed entirely
within such state, without giving effect to conflict of laws rules or principles
to the extent that such rules or principles would require the application of the
laws of another jurisdiction, and shall inure to the benefit of, and the
obligations created hereby shall be binding upon, the successors and assigns of
each of the parties hereto, PROVIDED, HOWEVER, you may not assign this Agreement
without the prior written consent of the Company.
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Section 25. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.
Section 26. If any provision of this Agreement shall be held illegal,
invalid, or unenforceable by any court, this Agreement shall be construed and
enforced as if such provision had not been contained herein and shall be deemed
an agreement among us to the full extent permitted by applicable law.
Section 27. The Company represents and warrants that (A) it is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, (B) the delivery of the Prospectus and the
performance of all transactions contemplated thereby have been duly authorized
by all necessary corporate action and will not result in a breach of or
constitute a default under the organizational documents of the Company or any
indenture, agreement or instrument to which it is a party or is bound, (C) this
Agreement has been duly executed and delivered by the Company and constitutes a
legal, valid, binding and enforceable obligation of it, (D) the Exchange Offer
will comply in all material respects with all applicable requirements of law.
Section 28. No provision of this Agreement may be amended, modified,
rescinded, waived or cancelled, except in writing signed by both parties.
Section 29. Except as expressly set forth elsewhere in this Agreement, all
notices, requests and other communications to any party hereunder shall be in
writing (including facsimile or similar writing) and shall be given to such
party, addressed to it, at its address or telecopy number set forth below:
If to the Company:
North American Van Lines, Inc.
5001 U.S. Highway West
P.O. Box 988
Ft. Wayne, Indiana 46801-0988
Tel: (219) 429-1302
Facsimile: (219) 429-3135
Attention: Ralph A. Ford, Senior Vice President & General Counsel
With a copy to:
Paul S. Bird, Esq.
Debevoise & Plimpton
919 Third Avenue
New York, New York 10022
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Tel: (212) 909-6000
Facsimile: (212) 909-6836
If to the Exchange Agent:
State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, Massachusetts 02111-1724
Tel: (617) 662-1728
Facsimile: (617) 662-1462
Attention: Mr. Earl Dennison
Section 30. Unless terminated earlier by the parties hereto, this
Agreement shall terminate __ days following the Expiration Date. Notwithstanding
the foregoing, Sections 18, 21, 23, 24 and 26 shall survive the termination of
this Agreement. Upon any termination of this Agreement, you shall promptly
deliver to the Company any certificates for Notes, funds or property then held
by you as Exchange Agent under this Agreement.
Section 31. This Agreement shall be binding and effective as of the date
hereof.
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Please acknowledge receipt of this letter and confirm your agreement
concerning your appointment as Exchange Agent, and the arrangements herein
provided, by signing and returning the enclosed copy hereof, whereupon this
Agreement and your acceptance of the terms and conditions herein provided shall
constitute a binding agreement between us.
NORTH AMERICAN VAN LINES, INC.
By:_________________________________
Name:
Title:
Accepted as of the date first above written:
STATE STREET BANK and TRUST COMPANY, as Exchange Agent
By: ______________________________
Name:
Title:
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EXHIBIT A
FEES
The Company will pay the Exchange Agent a total of $_________ for the
services described herein and the Exchange Agent shall be entitled to
reimbursement by the Company for the Exchange Agent's reasonable out-of-pocket
expenses (including the reasonable compensation and the expenses and
disbursements of its agents and counsel) incurred in connection with the
Exchange Offer, except for any such expense, disbursement or advance as may be
attributable to the Exchange Agent's negligence, willful breach of this
Agreement, willful misconduct or bad faith.
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EXHIBIT B
Name Specimen Signatures
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