Agreement, (iv) each Dealer
and its affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Partnership, and (v) the Dealers have
not provided any legal, accounting, regulatory or tax advice with respect to the
offering contemplated hereby and the Partnership has consulted its own legal,
accounting, regulatory and tax advisors to the extent it deemed appropriate.
8
17.
Unless otherwise expressly provided herein, all notices under this
Agreement to parties hereto shall be in writing and shall be effective when
received at the address of the respective party set forth as follows:
For the Partnership:
Address:
1345 Avenue of the Americas
New York, New York 10105
Attention:
Treasury
Telephone number:
212-823-3232
Fax number:
212-823-3250
For Banc of America Securities LLC:
Address:
600 Montgomery Street
CA5-801-15-31
San Francisco, California 94111
Attention:
Short-Term Fixed Income
Telephone number:
415-913-3689
Fax number:
415-913-6288
For Merrill Lynch Money Markets Inc.:
Address:
World Financial Center, 11th Floor
New York, New York 10080
Attention:
Money Markets Origination
Telephone number:
212-449-3264
Fax number:
212-449-8939
9
If the foregoing accurately reflects our agreement, please sign the enclosed
copy in the space provided below and return it to the undersigned.
The parties hereto have caused the execution of this Agreement on the date first
provided above.
AllianceBernstein L.P.
By:
/s/ John J. Onofrio, Jr.
Name:
John J. Onofrio, Jr.
Title:
Vice President and Treasurer
Banc of America Securities LLC
By:
/s/ Robert J. Porter
Name:
Robert J. Porter
Title:
Managing Director
Merrill Lynch Money Markets Inc.
By:
/s/ Robert J. Little
Name:
Robert J. Little
Title:
Managing Director
EXHIBIT A
FORM OF LEGEND FOR
PRIVATE PLACEMENT MEMORANDUM AND NOTES
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT IT
HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE ISSUER
AND THE NOTES, THAT IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND THAT IT IS (A) AN INSTITUTIONAL INVESTOR THAT IS AN
ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT (AN
"INSTITUTIONAL ACCREDITED INVESTOR") AND THAT EITHER IS PURCHASING NOTES FOR ITS
OWN ACCOUNT, IS A U.S. BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A
SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN
SECTION 3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR
IS A FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION)
PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH IS SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR OR (B) A QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE
MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING NOTES