Auction-Rate Securities Rights Agreement between UBS Financial Services Inc. and Endo Pharmaceuticals Inc.

Summary

UBS Financial Services Inc. offers Endo Pharmaceuticals Inc. the right to sell certain auction-rate securities (ARS) held in its UBS account as of February 13, 2008, back to UBS at par value between June 30, 2010, and July 2, 2012. These rights are nontransferable and must be accepted by November 14, 2008. If accepted, UBS will provide "no net cost" loans up to the par value of the ARS until June 30, 2010, and will reimburse certain prior loan costs. Clients who accept release most claims against UBS related to ARS sales, except for consequential damages.

EX-10.29 2 dex1029.htm AUCTION-RATE SECURITIES RIGHTS AGREEMENT Auction-Rate Securities Rights Agreement

Exhibit 10.29

 

  

UBS Financial Services Inc.

1200 Harbor Boulevard

Weehawken, NJ 07086

  

James M. Pierce

Co-Head

   Wealth Management Advisor Group US
  

ENDO PHARMACEUTICALS INC.

   James D. Price

C/O MARK BRADLEY

   Co-Head

100 ENDO BOULEVARD

CHADDS FORD PA ###-###-####

   Wealth Management Advisor Group US
   www.ubs.com
   October 8, 2008
  

Branch Telephone Number

+1 ###-###-####

   Account Number: CP 06464

We are pleased to offer you a way to liquidate certain of your auction rate securities (ARS). UBS has designed a solution that gives you the option to hold your ARS or sell the securities back to UBS. This solution is available for ARS that were held in a UBS account on February 13, 2008, and that are not successfully clearing at auction (Eligible ARS).

UBS is offering you “Auction Rate Securities Rights” (Rights) to sell Eligible ARS at par value to UBS at any time during a two-year time period. These Rights are nontransferable securities registered with the U.S. Securities and Exchange Commission (SEC). This is a limited time offer that will expire on November 14, 2008, Accepting this offer may impact your legal rights. Not accepting this offer may have repercussions on outstanding loans secured by Eligible ARS. As a result, it is important that you review the prospectus carefully.

The key features and terms of the offer are summarized below. For complete details, please see the enclosed prospectus.

 

 

UBS is offering you nontransferable Rights to sell Eligible ARS, held in the UBS account identified above, at par value to UBS at any time during the period of June 30, 2010, through July 2, 2012.

 

   

You may instruct your UBS Financial Advisor to exercise these Rights at any time during this time period;

 

   

If you do not exercise your Rights, the Eligible ARS will continue to accrue interest or dividends as determined by the auction process;

 

   

If you do not exercise your Rights before July 2, 2012, they will expire and UBS will have no further obligation to buy your Eligible ARS.

 

 

Clients who accept this offer give UBS the discretion to purchase or sell their Eligible ARS at any time after accepting the firm’s offer and without other prior notice.

 

   

UBS will purchase tax-exempt Auction Preferred Stock (a specific type of ARS also known as APS) at any time after clients accept the firm’s Rights offer;

 

   

UBS will only exercise its discretion to purchase or sell Eligible ARS for the purpose of restructurings, dispositions or other solutions that will provide clients with par value for their Eligible ARS;

 

   

In purchasing Eligible ARS or selling Eligible ARS on behalf of clients, including tax-exempt APS, UBS will act in its capacity as broker-dealer and will execute these transactions on a principal basis regardless of the type of client accounts in which the Eligible ARS are held. Please see pages 27-28 in the enclosed prospectus for more information;

 

   

UBS will pay clients par value for their Eligible ARS within one day of settlement of the transaction;

 

   

Eligible ARS are subject to issuer redemptions at any time.

UBS AG has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you make an investment decision, you should read the prospectus in that registration statement and other documents that UBS has filed with the SEC for more complete information about UBS and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov or by calling UBS’s ARS Client Service Center at +l ###-###-####.

 

UBS Financial Services Inc. and UBS International Inc. are subsidiaries of UBS AG.

   1C-ARS0


UBS Financial Services Inc.

 

 

Clients who accept this offer release UBS and its employees/agents from all claims except claims for consequential damages directly or indirectly relating to its marketing and sale of ARS and expressly agree not to seek any damages or costs (punitive damages, attorney fees, etc.) other than consequential damages. Clients also will not serve as a class representative or receive benefits under any class action settlement or investor fund.

 

 

UBS will provide clients who accept the offer “no net cost” loans up to the par value of Eligible ARS until June 30, 2010. Please see pages 36-39 in the enclosed prospectus for more information.

 

 

UBS will reimburse all clients who participated in prior UBS ARS loan programs after February 13, 2008, for the difference between the cost of the loan and the applicable interest paid on the Eligible ARS.

THIS OFFER EXPIRES ON NOVEMBER 14, 2008. Please complete, sign and date the enclosed form and return it in the postage-paid envelope if you wish to accept this offer. We must receive your signed acceptance form no later than November 14, 2008.

You may receive multiple letters from us depending on the type of ARS you own or if you have ARS in multiple accounts. Please note you must return a form for each letter you receive to accept all available offers relating to your ARS holdings. Please read each response form carefully as the terms may vary.

A list of your Eligible ARS in the account identified on the first page of this letter is attached. Additional information about your Eligible ARS, including the most recent interest rates and dividend yields, is available at www.ubs.com/auctionratesecurities.

If you have any questions about your Eligible ARS or this offer, please contact your UBS Financial Advisor or Branch Manager at the telephone number listed at the top of this letter. Please note that UBS Financial Advisors and Branch Managers cannot provide legal or tax advice regarding this offer. Instructions to exercise your Rights should be directed to your UBS Financial Advisor or Branch Manager.

We regret any hardship that the failure of the ARS markets may have caused you. We hope that the offer described above and discussed in detail in the prospectus provides resolution for you regarding this matter. We look forward to continuing our relationship with you and to serving your future investment needs.

Thank you for your business and for maintaining your relationship with UBS.

 

Sincerely,    
   
James M. Pierce   James D. Price  

UBS Financial Services Inc. serves as the clearing firm for UBS International Inc. Accordingly the information and terms contained in this letter and the accompanying materials are directed to clients of both UBS Financial Services Inc and UBS International Inc.

 

UBS Financial Services Inc. and UBS International Inc. are subsidiaries of UBS AG.    1C-ARS0


Current rate and dividend information

To allow you to view the current interest rates and/or dividends your holdings are earning, we have created an online tool available at www.ubs.com/auctionratesecuritses,

Simply enter the nine-digit CUSIP number(s) shown below to obtain the most current information about your securities.

Percentages displayed in the descriptions below are as of September 30, 2008.

 

CUSIP

  

DESCRIPTION

  

CUSIP

  

DESCRIPTION

  

CUSIP

  

DESCRIPTION

00432MAC3

  

ACCESS TO LNS LRNG STUDT

LN CORP CA AMT REV BE/R/

VARIABLE RATE

RATE 11.940% MATURES 07/01/35

   00432MAX7   

ACCS TO LNS FOR LRNG SDT

CA SER IV-A RV AMT BE/R/

VARIABLE RATE

RATE 11.940% MATURES 07/01/37

   010305EU0   

ALABAMA HGHR ED LN CORP

SER A-1 B/E /R/

VARATE PUTBND

RATE 09.765% MATURES 03/01/33

010305EV8

  

ALABAMA HGHR ED LN CORP

SER A-2 B/E /R/

VARATE PUTBND

RATE 03.220% MATURES 11/01/41

   011855AA1   

ALASKA STUDNT LN CRP ED

AMT RV ARC SER A BE /R/

VARIABLE RATE

RATE 03.483% MATURES 06/01/37

   155488BV0   

CENTRAL TEXAS HGHR ED AU

SER 2002A REV AMT B/E /R/

VARIABLE RATE

RATE 12.000% MATURES 12/01/36

429825AM4

  

NEW JRSY HGR ED STU AMT

ARCS SER 01A RV MBIAB/R/

VARIABLE RATE

RATE 03.378% MATURES 06/01/36

   455900AQ3   

INDIANA SECNDRY MRKT EDU

AMT ARCS 031 RV AMTBE/R/

VARIABLE RATE

RATE 14.000% MATURES 12/01/38

   462590FG0   

IA STUD LN LIQUIDTY CORP

ARC W RV AMBAC AMT BE/R/

VARIABLE RATE

RATE 03.378% MATURES 12/01/37

462590GJ3

  

IOWA STUD LN LIQ REV

SER D AMBAC AMT BE/R/

VARIABLE RATE

RATE 14.000% MATURES 12/01/41

   49130NAV1   

KENTUCKY HIGHER ED STUD

LN ARC REV AMT B/E /R/

VARIABLE RATE

RATE 08.540% MATURES 06/01/34

   49130NAW9   

KENTUCKY HIGHER ED STUD

LN REV ARC SER A REV /R/

VARIABLE RATE

RATE 12.000% MATURES 06/01/34

4913ONBB4

  

KENTUCKY HIGHER ED STUD

LN REV A-1 AMT B/E /R/

VARIABLE RATE

RATE 09.940% MATURES 06/01/35

   49926CAC5   

KNOWLEDGEFUNDING OH INC

OHIO STUD LN RV /R/

VARIABLE RATE

RATE 03.220% MATURES 12/01/40

   49926CAG6   

KNOWLEDGEFUNDING OH INC

OHIO S/L RV A3 B/E /R/

VARIABLE RATE

RATE 03.133% MATURES 12/01/41

57563REE5

  

MA ED FIN AU ISS 2002 RV

ISSUE SER D AMBAC BE/R/

VARIABLE RATE

RATE 08.540% MATURES 01/01/37

   594520KL1   

MICHIGAN HIGHER ED STUD

LN AU RF AMT BE/R/

VARIABLE RATE

RATE 06.878% MATURES 03/01/40

   606072GK6   

MISSOURI HGR ED LN AUTH

ARC SER C REV AMT B/E/R/

VARIABLE RATE

RATE 03.483% MATURES 01/15/32

644614CV9

  

NEW HAMPSHIRE HLTH & EDU

SER A REV AMT B/E /R/

VARIABLE RATE

RATE 10.203% MATURES 12/01/35

   644614HG7   

NEW HAMPSHIRE HLTH & EDU

35 DAY SER A-1 REV /R/

VARIABLE RATE

RATE 06.878% MATURES 12/01/38

   644614PC7   

NEW HAMPSHIRE HLTH & EDU

T/E SER 06A-1 AMT B/E /R/

VARIABLE RATE

RATE 03.115% MATURES 12/01/40

6446145J9

  

NEW HAMPSHIRE HLTH & EDU

SER A REV B/E /R/

VARIABLE RATE

RATE 11.725% MATURES 12/01/41

   646080GZ8   

NEW JERSY ST HGHR ED

SER B MBIA AMT B/E /R/

VARIABLE RATE

RATE 06.878% MATURES 12/01/40

   67759LAF2   

OHIO ST STUDENT LN REV

SER A RV AMBAC AMT BE/R/

VARIABLE RATE

RATE 03.115% MATURES 09/01/41

709163CW7

  

PA ST H/E ASST AGY REV

STUD LN ARCS SER P-1 /R/

VARIABLE RATE

RATE 08.540% MATURES 03/01/22

   709163CX5   

PA ST H/E ASST AGY REV

S/L ARCS P2 AMT B/E /R/

VARIABLE RATE

RATE 14.000% MATURES 03/01/22

   709163EC9   

PA ST H/E ASST AGY REV

SET AA-2 REV STUDE /R/

VARIABLE RATE

RATE 08.540% MATURES 06/01/39

709163ED7

  

PA ST H/E ASST AGY REV

SER AA-3 STUDE B/E /R/

VARIABLE RATE

RATE 14.000% MATURES 06/01/39

   762315EM7   

RHODE ISLAND ST STUD LN

SER 2 RV AMBAC AMT BE/R/

VARIABLE RATE

RATE 06.878% MATURES 12/01/34

   813659AM1   

HAWAII SECOND MKT SERV

T/E 35 DAY ARC AMT BE/R/

VARIABLE RATE

RATE 06.615% MATURES 03/01/40

917546ES8

  

UTAH ST BRD OF REGT

SER G REV AMT B/E /R/

VARIABLE RATE

RATE 08.540% MATURES 05/01/33

   917546FR9   

UTAH ST BRD OF REGT

SERV-1 REV AMT B/E /R/

VARIABLE RATE

RATE 13.738% MATURES 11/01/36

   917546FVO   

UTAH ST BRD OF REGT

SER Y-1-C REV AMT B/E/R/

VARIABLE RATE

RATE 13.738% MATURES 11/01/37

917546FZ1

  

UTAH ST BRD OF REGT ARC

35DAY KL REV AMT B/E/R/

VARIABLE RATE

RATE 13.738% MATURES 11/01/38

   92428CDC5   

VERMONT STUDENT ASSIST

CORP SER 1995B REV /R/

VARIABLE RATE

RATE 06.878% MATURES 12/15/25

     


©2008 UBS Finanical Services Inc. All rights reserved. Member SIPC.

www.ubs.com/financialservicesinc

080826-2033-Let/CUSIP

 

UBS Financial Services Inc. is a subsidiary of UBS AG.    1C-ARS0


UBS Financial Services Inc.

Please complete and sign this form.

We must receive it by November 14, 2008.

Acceptance of UBS’s offer relating to auction rate securities

By signing below and returning this form, I accept UBS’s offer of Rights relating to my Eligible ARS in the account listed below. I understand and acknowledge the following:

 

   

All Eligible ARS must remain in my UBS account listed below until I exercise my Rights to sell my Eligible ARS to UBS or they are redeemed by the issuer or purchased or sold on my behalf by UBS;

 

   

I will instruct my UBS Financial Advisor or Branch Manager if and when I want to exercise my Rights and sell my Eligible ARS to UBS during the period of June 30, 2010, through July 2, 2012;

 

   

The acceptance of UBS’s offer constitutes consent (to the extent legally required) for UBS, acting as principal, to purchase my Eligible ARS or to sell them on my behalf at any time in its sole discretion and without other prior notice to me, from the date that I accept this offer through July 2, 2012;

 

   

If UBS purchases, sells or otherwise disposes of my Eligible ARS, it will deposit the par value in my account within one business day of settlement of the transaction;

 

   

I release UBS and its employees/agents from all claims except claims for consequential damages directly or indirectly relating to its marketing and sale of ARS and expressly agree that I will not seek any damages or costs (punitive damages, attorney fees, etc.) other than consequential damages. I also will not serve as a class representative or receive benefits under any class action settlement or investor fund;

 

   

if the account named below is in the name of a corporation, partnership, trust or other entity, I represent and warrant that I have the power and authority to accept this offer on behalf of that entity.

 

        

Please complete and sign this form.

We must receive it by November 14, 2008.

 

ENDO PHARMACEUTICALS INC.

C/O MARK BRADLEY

100 ENDO BOULEVARD

CHADDS FORD PA ###-###-####

  

Mail         UBS Financial Services Inc.

                  ATTN: ARS Group

                  1000 Harbor Boulevard

                  Weehawken, NJ 07086

 

Account Number: CP 06464

  

Fax           +1 ###-###-####

 

  Account owner signature     /s/ David P. Holveck        Date    11/10/09
     David P. Holveck, President & CEO      
  Additional party signature              Date      
  Daytime telephone number     610 ###-###-####      

If you have questions, please contact your UBS Financial Advisor or Branch Manager at ###-###-####.

Clients outside the U.S. may call ###-###-#### collect.

We kindly request that you do not include comments or questions on this form as it could delay processing of your instructions.

UBS AG has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you make an investment decision, you should read the prospectus in that registration statement and other documents that UBS has filed with the SEC for more complete information about UBS and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov or by calling UBS’s ARS Client Service Center at ###-###-####.

UBS Financial Services Inc. serves as the clearing firm for UBS international Inc. Accordingly, the information and terms contained in this letter and the accompanying materials are directed to clients of both UBS Financial Services Inc and UBS International Inc.

 

©2008 UBS Financial Services Inc. All rights reserved. Member SIPC.    1C-ARS0

000464