Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between the Company and the several Managers. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: /s/ James R. Brown Name: Jamxx X. Xxxxx Title: Vixx Xxxxxxxxx Confirmed as of the date first above mentioned on behalf of themselves and the other several Managers named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Xnderson Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.
Appears in 1 contract
Samples: International Underwriting Agreement (Adelphia Communications Corp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between the Company Company, the Operating Partnership and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: /s/ James R. Brown Name: Jamxx BRANDYWINE REALTY TRUST By --------------------------------------- Geraxx X. Xxxxx Title: Vixx Xxxxxxxxx Xxxxxxx President and Chief Executive Officer BRANDYWINE OPERATING PARTNERSHIP, L.P. By Brandywine Realty Trust, its general partner By ----------------------------- Geraxx X. Xxxxxxx President and Chief Executive Officer Confirmed as of the date first above mentioned on behalf of themselves and the other several Managers Underwriters named in Schedule I hereto. SMITH BARNEY INCSMITX XXXXXX XXX. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for LEGG XXXOX XXXX XXXKXX, XXCORPORATED As Representatives of the Several Managers By: SMITH BARNEY INCUnderwriters By SMITX XXXXXX XXX. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Xnderson Title: By ------------------------------- Managing Director -27- 28 SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager BRANDYWINE REALTY TRUST Number of Underwriter Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe----------- ----------- Smitx Xxxxxx Xxx............................................. Legg Xxxox Xxxx Xxxkxx, Xxcorporated......................... Total............ 3,700,000 29 SCHEDULE 2(a) Limited 82,000 Lehman Brothers International (EuropeSSI/TNC Documents 30 SCHEDULE 2(c)(1) 82,000 Xxe TorontoSERS Transaction Documents 31 SCHEDULE 2(c)(2) SERS Investment Documents 32 SCHEDULE 2(e) Morgxx Xxxnxxx Xxxestment Documents 33 SCHEDULE 2(f) Other Acquisition Documents 34 SCHEDULE 2(h) Subsidiaries of the Company 35 SCHEDULE 6(p) Persons and Entities to Deliver Lock-Dominion Bank 82,000 TOTAL 820,000 up Letters 36 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.7(f) Ownership Interests in Subsidiaries 37 Exhibit 9(c)
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Issuers and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION PLAINS ALL AMERICAN PIPELINE, L.P. By: PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ James R. Brown Sxxxxx Xxxxxxx Name: Jamxx X. Xxxxx Sxxxxx Xxxxxxx Title: Vixx Xxxxxxxxx Confirmed Senior Vice President and Treasurer PAA FINANCE CORP. By: /s/ Sxxxxx Xxxxxxx Name: Sxxxxx Xxxxxxx Title: Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above mentioned on behalf written. J.X. Xxxxxx Securities LLC Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC As Representatives of themselves and the other several Managers named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers Underwriters By: SMITH BARNEY INC. J.X. Xxxxxx Securities LLC By: Barclays Capital Inc. By: /s/ Michael E. Anderson Rxxxxx Xxxxxxxxx By: /s/ Axxxxx Xxxxxx Name: Xxxxxxx X. Xnderson Rxxxxx Xxxxxxxxx Name: Axxxxx Xxxxxx Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number Executive Director Title: Managing Director By: BofA Securities, Inc. By: RBC Capital Markets, LLC By: /s/ Kxxxx Xxxxxx By: /s/ Sxxxx X. Xxxxxxxx Name: Kxxxx Xxxxxx Name: Sxxxx X. Xxxxxxxx Title: Managing Director Title: Authorized Signatory Underwriters Principal Amount of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Notes to be Purchased J.X. Xxxxxx Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston $ 108,750,000 Barclays Capital Inc. 108,750,000 BofA Securities, Inc. 108,750,000 RBC Capital Markets, LLC 108,750,000 BBVA Securities Inc. 33,750,000 BMO Capital Markets Corp. 33,750,000 CIBC World Markets Corp. 33,750,000 PNC Capital Markets LLC 33,750,000 SMBC Nikko Securities America, Inc. 33,750,000 SunTrust Rxxxxxxx Xxxxxxxx, Inc. 33,750,000 TD Securities (EuropeUSA) Limited 82,000 Lehman Brothers International LLC 33,750,000 U.S. Bancorp Investments, Inc. 33,750,000 Fifth Third Securities, Inc. 15,000,000 ING Financial Markets LLC 15,000,000 Regions Securities LLC 15,000,000 Total $ 750,000,000 Issuers: Plains All American Pipeline, L.P. and PAA Finance Corp. Ratings (EuropeMxxxx’x / S&P / Fitch):* [Ratings Intentionally Omitted] Security Type: Senior unsecured Legal Format: SEC-registered Pricing Date: June 8, 2020 Settlement Date (T+3): June 11, 2020 Maturity Date: September 15, 2030 Principal Amount: $750,000,000 Benchmark Treasury: UST 0.625% due May 15, 2030 Benchmark Treasury Yield: 0.875% Spread to Benchmark Treasury: +295 bps Yield to Maturity: 3.825% Coupon: 3.800% Public Offering Price: 99.794% Net Proceeds (after deducting the underwriting discount and estimated offering expenses): $741.58 million Make-whole Call: T+ 45 bps Call at Par: On or after June 15, 2030 Interest Payment Dates: March 15 and September 15, beginning on September 15, 2020 CUSIP / ISIN: 72650R BN1 / US72650RBN17 Joint Book-Running Managers: J.X. Xxxxxx Securities LLC Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC BBVA Securities Inc. BMO Capital Markets Corp. CIBC World Markets Corp. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. SunTrust Rxxxxxxx Xxxxxxxx, Inc. TD Securities (USA) 82,000 Xxe TorontoLLC U.S. Bancorp Investments, Inc. Co-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCKManagers: Fifth Third Securities, Inc. ING Financial Markets LLC Regions Securities LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Delivery of the notes is expected to be made against payment therefor on or about June 11, 2020, which is the third business day following the date of pricing of the notes (such settlement being referred to as “T+3”). Under Rule 15c6-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx1 of the Securities Exchange Act of 1934, X.X.X. Hixxxxxx Xxxxxxxed Communicationsas amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the second business day before delivery will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors. The issuers have filed a registration statement (including a base prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuers’ prospectus in that registration statement and any other documents the issuers have filed with the SEC for more complete information about the issuers and this offering. You may get these documents for free by visiting EXXXX on the SEC web site at wxx.xxx.xxx. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling or emailing J.X. Xxxxxx Securities LLC collect at 1-000-000-0000, Barclays Capital Inc. toll-free at 1-000-000-0000, BofA Securities, Inc. toll-free at 1-800-294-1322 or dx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx or RBC Capital Markets, LLC toll-free at 1-000-000-0000. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Midstream Canada ULC Pine Prairie Energy Center, LLC SG Resources Mississippi, L.L.C. Syracuse Hilton Head Plains LPG Services, L.P. Plains Capline LLC Sunrise Pipeline LLC Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi, L.L.C. Plains LPG Services, L.P. Plains Capline LLC Sunrise Pipeline LLC Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA Finance Corp. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains GP Holdings, L.P. Doris HoldingsTexas PAA GP Holdings LLC Texas Plains Marketing, L.P. Eleni AcquisitionCalifornia, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Plains Midstream Canada ULC Alberta, Manitoba, Ontario, Saskatchewan Pacific Pipeline System LLC California Pine Prairie Energy Center, LLC Louisiana SG Resources Mississippi, L.L.C. Alabama, Mississippi Plains LPG Services, L.P. California, Illinois, Oklahoma Plains Capline LLC N/A Sunrise Pipeline LLC Oklahoma, Texas Exhibit 1 CHIEF FINANCIAL OFFICER’S CERTIFICATE The undersigned, in his capacity as the Chief Financial Officer of Plains All American GP LLC, a Delaware limited liability company, which is the general partner of Plains AAP, L.P., a Delaware limited liability partnership, which is the sole member of PAA GP LLC, a Delaware limited liability company, which is the general partner of Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), does hereby certify that he is familiar with the accounting, operations and record systems of the Partnership and that, to his knowledge after reasonable investigation, there has not been any material adverse change in the financial position, results of operations, cash flows or working capital of the Partnership since March 31, 2020. In addition, as of the date of this certificate, the total debt of the Partnership is approximately $10.2 billion. Capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement dated as of the date hereof by and among the Partnership, PAA Finance Corp., and J.X. Xxxxxx Securities LLC, Barclays Capital Inc., BofA Securities, Inc. and RBC Capital Markets, LLC as the representatives of the several Underwriters. This certificate is to assist the Underwriters in conducting and documenting their investigation of the affairs of the Partnership in connection with the offering of the Notes covered by the Registration Statement, the Pricing Disclosure Package and the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State The Commonwealth of New York Massachusetts applicable to contracts made and to be performed within the State The Commonwealth of New YorkMassachusetts. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Selling Stockholders and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: /s/ James R. Brown Name: Jamxx X. Xxxxx Title: Vixx Xxxxxxxxx UNITED NATURAL FOODS, INC. By ----------------------------------- Chairman of the Board Each of the Selling Stockholders named in Schedule I hereto By ----------------------------------- Attorney-in-Fact By ----------------------------------- Attorney-in-Fact Confirmed as of the date first above mentioned on behalf of themselves and the other several Managers Underwriters named in Schedule I II hereto. SMITH BARNEY XXXXX XXXXXX INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX XXXXXXXXXXX & CO., INC. XXXXXXXXX, XXXXXXXX & COMPANY LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for As Representatives of the Several Managers By: SMITH BARNEY Underwriters By XXXXX XXXXXX INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Xnderson Title: By -------------------------------------- Managing Director SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager UNITED NATURAL FOODS, INC. Number of Selling Stockholders Additional Shares -------------------- ----------------- Funk Family 1992 Revocable Living Trust 60,000 Triumph-Connecticut Limited Partnership 375,000 ------- Total . . . . . 435,000 ======= SCHEDULE II UNITED NATURAL FOODS, INC. Number of Underwriter Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.----------- -----------
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Plains Parties and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION PLAINS ALL AMERICAN PIPELINE, L.P. By: PLAINS AAP, L.P. its General Partner By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ James R. Brown Xxxxxxx X. Xxxxxx ------------------------------------------- Name: Jamxx Xxxxxxx X. Xxxxx Xxxxxx Title: Vixx Xxxxxxxxx Executive Vice President and Chief Financial Officer PLAINS AAP, L.P. By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Xxxxxxx X. Xxxxxx ------------------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS ALL AMERICAN GP LLC By: /s/ Xxxxxxx X. Xxxxxx ------------------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS MARKETING, L.P. By: PLAINS MARKETING GP INC. its General Partner 38 By: /s/ Xxxxxxx X. Xxxxxx ------------------------------------------ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer ALL AMERICAN PIPELINE, L.P. By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xxxxxxx X. Xxxxxx ------------------------------------------ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS MARKETING GP INC. By: /s/ Xxxxxxx X. Xxxxxx ------------------------------------------ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Confirmed as of the date first above mentioned written on behalf of themselves and the other several Managers Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX Xxxxxxx, Xxxxx & Co. Xxxxxx Brothers Inc. Xxxxxxx Xxxxx Barney Inc. UBS Warburg LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers X.X. Xxxxxxx & Sons, Inc. Wachovia Securities, Inc. By: SMITH BARNEY INC. By: Xxxxxxx, Sachs & Co. /s/ Michael E. Anderson Name: Xxxxxxx X. Xnderson Title: Xxxxxxx, Xxxxx & Co. ---------------------------------- (Xxxxxxx, Sachs & Co.) SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx CommunicatxxxxPlains All American Pipeline, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.L.P.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the laws of the State of New without regard to principles of conflicts of law other than Section 5-1401 of the New York applicable to contracts made and to be performed within the State of New YorkGeneral Obligations Law which shall govern. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the agreement between the Company Company, Bank of America and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION BANC OF AMERICA COMMERCIAL MORTGAGE INC. By: /s/ James R. Brown John S. Palmer -------------------------------------- Name: Jamxx X. Xxxxx John S. Palmer Title: Vixx Xxxxxxxxx Confirmed Vice Prxxxxxxx BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ Stephen L. Hogue -------------------------------------- Name: Stephen L. Hogue Title: Pricixxx The foregoing Agreement is hereby confirmed and accepted as of the date first above mentioned on behalf of themselves and the other several Managers named in Schedule I heretowritten. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX BANC OF AMERICA SECURITIES LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY /s/ Robert Koontz ----------------------------------- Name: Robert Koontz Title: Vice Xxxxxxxxx BEAR, STEARNS & CO. INC. By: /s/ Michael E. Anderson Rxxxxxx A. Ruffer Jr. ----------------------------------- Name: Xxxxxxx X. Xnderson Richard A. Ruffer Jr. Titlx: Xxxxxx Xxxxxxxx Xxrector CITIGROUP GLOBAL MARKETS INC. By: /s/ Angela J. Vleck ----------------------------------- Name: Angela Vleck Title: Managixx Xxxxxxxx MORGAN STANLEY & CO. INCORPORATED Bx: /x/ Warren H. Friend ----------------------------------- Name: Warren Friend Title: Managxxx Xxrector [SIGNATURE PAGE TO UNDERWRITING AGREEMENT] SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx CommunicatxxxxUnderwriting Agreement dated November 20, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.2006:
Appears in 1 contract
Samples: Underwriting Agreement (Banc of America Commercial Mortgage Inc., Series 2006-6)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Trust, Textron and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: /s/ James R. Brown TEXTRON CAPITAL I By ------------------------ Richxxx X. Xxxxxx, xxlely as Trustee and not in his individual capacity TEXTRON INC. By ------------------------ Name: Jamxx Richxxx X. Xxxxx Xxxxxx Title: Vixx Xxxxxxxxx Senior Vice President and Treasurer Confirmed as of the date first above mentioned on behalf of themselves and the other several Managers Underwriters named in Schedule I hereto. SMITH BARNEY INCSmitx Xxxxxx Xxx. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for Dean Xxxxxx Xxxxxxxx Xxx. Merrxxx Xxxch, Pierce, Fennxx & Smitx Xxxorporated PaineWebber Incorporated Prudential Securities Incorporated As Representatives of the Several Managers By: SMITH BARNEY INCUnderwriters By Smitx Xxxxxx Xxx. By: /s/ Michael E. Anderson By ------------------------- Name: Xxxxxxx Herbxxx X. Xnderson Xxxxxxxxx Title: Managing Director SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager TEXTRON CAPITAL I Number of Firm Shares ------- --------------------- Smith Barney Preferred Underwriter Securities ----------- ------------ Smitx Xxxxxx Xxx. 2,670,000 Dean Xxxxxx Xxxxxxxx Xxx. 2,650,000 Merrxxx Xxxch, Pierce, Fennxx & Smitx Xxxorporated 2,650,000 PaineWebber Incorporated 2,650,000 Prudential Securities Incorporated 2,650,000 Advest, Inc. 191,000 90,000 Bear, Steaxxx & Xo. Inc. 200,000 J.C. Xxxxxxxx & Xo. 90,000 Alex. Browx & Xons Incorporated 200,000 CS First Boston Corporation 200,000 JW Cxxxxxx Xxxurities, Inc. 90,000 Commerzbank Capital Markets Corporation 90,000 Cowex & Xompany 90,000 Craigie Incorporated 90,000 Crowxxx, Xxxxxx & Xo. 90,000 Dain Xxxxxxxx Xxxorporated 200,000 Davexxxxx & Xo. of Virginia, Inc. 90,000 Dillxx, Xxad & Co. Inc. 200,000 Doft & Co., Inc. 90,000 Donaxxxxx, Xxfkxx & Xenrxxxx Xecurities Corporation 200,000 A. G. Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery & Xons, Inc. 200,000 EVEREN Securities, Inc. 200,000 Fahnxxxxxx & Xo. Inc. 90,000 First Albany Corporation 90,000 First of Michigan Corporation 90,000 Furmxx Xxxx XXX 90,000 Goldxxx, Xxchx & Xo. 200,000 Gruntal & Co., Incorporated 90,000 J.J.B. Hillxxxx, X.L. Xxxxx, Xxc. 90,000 Interstate/Johnxxx Xxxe Corporation 90,000 Jannxx Xxxtxxxxxx Xxxxx Xxx. 90,000 Josexxxxxx Xxxx & Xoss Xxxorporated 90,000 Kennxxx, Xxbot & Company Inc. 90,000 Legg Xxxox Xxxx Xxxkxx, Xxcorporated 90,000 Lehmxx Xxxthers Inc. 200,000 McDoxxxx & Xompany Securities, Inc. 90,000 McGixx, Xxitx & Xo, Inc. 90,000 Morgxx Xxxxxx & Xompany, Inc. 90,000 Morgxx Xxxnxxx & Xo. Incorporated 200,000 The Ohio Company 90,000 Olde Discount Corporation 90,000 Number of Preferred Underwriter Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman ----------- ------------ Oppexxxxxxx & Xo., Inc. 200,000 Pipex Xxxxxxx Xxx. 200,000 Principal Financial Securities, Inc. 90,000 Rausxxxx Xxxxxx Xxxsnes, Inc. 200,000 Raymxxx Xxxex & Xssociates, Inc. 200,000 The Robixxxx-Xxxxxxxx Xxxpany, Inc. 200,000 Rodmxx & Xensxxx, Xxc. 90,000 Salomon Brothers Inc 200,000 Scotx & Xtrixxxxxxxx, Xxc. 90,000 Murixx Xxxxxxx & Xo., Inc. 90,000 Stepxxxx Xxx. 90,000 Stifxx, Xxxxxxxx & Xompany, Incorporated 90,000 Sutro & Co. Incorporated 90,000 Tuckxx Xxxxxxx Xxxorporated 90,000 US Clearing Corp. 90,000 Utenxxxx Xxxital Partners, L.P. 90,000 Wheat, First Securities, Inc. 90,000 Yamaichi International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx CommunicatxxxxAmerica), X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.Inc. 90,000
Appears in 1 contract
Samples: Underwriting Agreement (Textron Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Partnership and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION PLAINS ALL AMERICAN PIPELINE, L.P. By: PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ James R. Brown A. Xxxxxxx Xxxxxxx Name: Jamxx X. Xxxxx A. Xxxxxxx Xxxxxxx Title: Vixx Xxxxxxxxx Confirmed Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above mentioned on behalf of themselves and the other several Managers named in Schedule I heretowritten. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. Incorporated Xxxxx Fargo Securities, LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY CITIGROUP GLOBAL MARKETS INC. By: /s/ Michael E. Anderson Xxxxxxx Xxxxx Name: Xxxxxxx X. Xnderson Xxxxx Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President By: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Underwriter to be Purchased Citigroup Global Markets Inc. 630,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 630,000 Xxxxxx Xxxxxxx & Co. Incorporated 630,000 Xxxxx Fargo Securities, LLC 630,000 Barclays Capital Inc. 336,000 X.X. Xxxxxx Securities LLC 336,000 Xxxxxxx Xxxxx & Associates, Inc. 336,000 UBS Securities LLC 336,000 Xxxxxx Xxxxxx & Company, Inc. 168,000 RBC Capital Markets, LLC 168,000 Number of Units: 4,200,000 Firm Shares ------- --------------------- Smith Barney Units or, if the Underwriters exercise in full their option to purchase additional Units granted in Section 2 hereof, 4,830,000 Units Public offering price for the Units: $62.60 per unit Plains Marketing GP Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head HoldingsPlains Marketing, L.P. Doris HoldingsPlains Pipeline, L.P. Eleni AcquisitionPacific Energy Group LLC Pacific Pipeline System LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC PAA Natural Gas Storage, L.P. PNGS GP LLC PAA Natural Gas Storage, LLC Bluewater Natural Gas Holding, LLC Bluewater Gas Storage, LLC BGS Xxxxxxx Gas Storage LLC Pine Prairie Holding LLC Pine Prairie Energy Center, LLC PPEC Bondholder, LLC Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Pacific Pipeline System LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC PAA Natural Gas Storage, L.P. PNGS GP LLC PAA Natural Gas Storage, LLC Bluewater Natural Gas Holding, LLC Bluewater Gas Storage, LLC BGS Xxxxxxx Gas Storage LLC Pine Prairie Holding LLC Pine Prairie Energy Center, LLC PPEC Bondholder, LLC Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah PAA Natural Gas Storage, L.P. Texas PNGS GP LLC Louisiana, Michigan, Texas PAA Natural Gas Storage, LLC Louisiana, Michigan Bluewater Natural Gas Holding, LLC Michigan Bluewater Gas Storage, LLC Michigan BGS Xxxxxxx Gas Storage LLC Michigan Entity Jurisdiction in which registered or qualified Pine Prairie Holding LLC Louisiana Pine Prairie Energy Center, LLC Louisiana PPEC Bondholder, LLC Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. Incorporated Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998, 2005 or PPX Successor Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [For Individuals] Name: Title: Address: [For Vulcan] Vulcan Energy Corporation By: Name: Title: Address:
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [Signature Pages Follow] Please confirm that the foregoing correctly sets forth the agreement between among the Company Issuers and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ James R. Brown Xxxxxxx Xxxxxxxxx-Xxxxx Name: Jamxx X. Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vixx Xxxxxxxxx Confirmed Vice President and Treasurer By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above mentioned on behalf written. X.X. Xxxxxx Securities LLC Barclays Capital Inc. BNP Paribas Securities Corp. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated As Representatives of themselves and the other several Managers named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers Underwriters By: SMITH BARNEY INC. X.X. Xxxxxx Securities LLC By: Barclays Capital Inc. By: /s/ Michael E. Anderson Som Xxxxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxx Name: Som Xxxxxxxxxxxxx Name: Xxxxxxx X. Xnderson Xxxx Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Vice President Title: Managing Director By: BNP Paribas Securities Corp. By: Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxx Xxxxx By: /s/ Xxxxx Xxxxxx Name: Xxxx Xxxxx Name: Xxxxx Xxxxxx Title: Managing Director Title: Managing Director X.X. Xxxxxx Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas $ 112,500,000 Barclays Capital Inc. 112,500,000 BNP Paribas Securities Corp. 112,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx CommunicatxxxxIncorporated 112,500,000 DNB Markets, X.X.X. Hixxxxxx Xxxxxxxed CommunicationsInc. 60,000,000 Mizuho Securities USA Inc. 60,000,000 BBVA Securities Inc. 37,500,000 SMBC Nikko Securities America, L.L.C. Syracuse Hilton Head HoldingsInc. 37,500,000 BMO Capital Markets Corp. 15,000,000 CIBC World Markets Corp. 15,000,000 Fifth Third Securities, Inc. 15,000,000 ING Financial Markets LLC 15,000,000 Regions Securities LLC 15,000,000 SG Americas Securities, LLC 15,000,000 U.S. Bancorp Investments, Inc. 15,000,000 Total $ 750,000,000 Issuers: Plains All American Pipeline, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.and PAA Finance Corp.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Fund, the Adviser, the Sub-Adviser and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: /s/ James R. Brown Name: Jamxx X. Xxxxx NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. By:/s/Peter E. Sundman ------------------- Title: Vixx Xxxxxxxxx Chief Executive Officer NEUBERGER BERMAN MANAGEMENT INC. By:/s/Peter E. Sundman ------------------- Title: President NEUBERGER BERMAN, LLC By:/s/Peter E. Sundman ------------------- Title: Executive Vice President Confirmed as of the date first above mentioned written on behalf of themselves and the other several Managers Under- writers named in Schedule I hereto. SMITH BARNEY AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS A.G. EDWARDS & SONS, INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX Xx: /x/ Michael D. Bluhm ------------------------ Name: Michael Bluhm Title: Xxxx Xxxxxxxnt SCHEDULE I Underwriter Number of Shares ----------- ---------------- A.G. Edwards & Sons, Inc. 925,000 Robert W. Baird & Co. Incorporatxx 190,000 BB&T Capital Markets, 190,000 A division of Scott and Stringfellow, Inc. CIBX Xxxld Maxxxxx Xxxx. 190,000 Ferris, Baker Watts, Incorporatex 190,000 Fidelity Capital Markets, 190,000 A division of National Financial Services LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax J.J.B. Hilliard, W.L. Lyons, Inc. 190,000 Janney Montgomery Scott LLC 190,000 Legg Mason Wood Walker, Incorporxxxx 190,000 McDonald Investments Inc., a KeyCorp Company 190,000 Raymond James & Associates, Inc. 190,000 Stifel, Nicolaus & Company, Incoxxxxxxxx 190,000 U.S. Bancorp Piper Jaffray Inc. 190,000 Wells Fargo Securities, LLC 190,000 Deutsche Bank Securities Inc. 70,000 Prudential Securities Incorporated 70,000 RBC Dain Rauscher Inc. 70,000 Wachovia Securities, Inc. 70,000 0 Advest, Inc. 35,000 William Blair & Company, L.L.C. 35,000 Crowell, Weedon & Co. 35,000 Davenport & Company LLC 35,000 D.A. Davidson & Co. Inc. 35,000 Howe Barnes Investments, Inc. 35,000 Johnston, Lemon & Co. Incorporatxx 35,000 Morgan Keegan & Company, Inc. 35,000 NatCity Investments, Inc. 35,000 Parker/Hunter Incorporated 35,000 The Seidler Companies Incorporated 35,000 Stephens Inc. 35,000 Sterne, Agee & Leach, Inc. 35,000 TD Waterhouse Investor Services, Inc. 35,000 Wedbush Morgan Securities Inc. 35,000 Total 4,200,000 ===== ========= EXHIBIT A FORM OF KIRKPATRICK & LOCKHART OPINION
0. Thx Xxxx Managers xs a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and is qualified to do business as a foreign corporation in the State of New York, which such counsel has been advised by an officer of the Fund is the only state in which the Fund maintains an office for the Several Managers Byconduct of its business.
2. The Fund has the corporate power and authority to: SMITH BARNEY INC(i) own its properties and conduct its business as described in the Registration Statement and the Prospectus; and (ii) execute, deliver, and perform its obligations under the Underwriting Agreement and the Fund Agreements.
3. ByTo such counsel's knowledge, the Fund does not have any subsidiaries.
4. The common shares of the Fund, par value $.0001 per share (the "Common Shares"), conform in all material respects as to all statements as to legal matters relating thereto contained in the Prospectus. No person is entitled to any preemptive or other similar rights with respect to the Common Shares.
5. The number of authorized Common Shares is as set forth in the Prospectus under the caption "Description of Shares -- Common Shares." All Common Shares that to such counsel's knowledge have been issued and are outstanding prior to the issuance of the Firm Shares:
(i) have been duly authorized, validly issued and are fully paid and non-assessable; and (ii) have been offered and sold by the Fund in compliance with applicable law.
6. The Shares have been duly authorized for issuance and sale to the Underwriters pursuant to the Underwriting Agreement and, when issued and delivered by the Fund pursuant to the Underwriting Agreement against payment of the consideration set forth in the Underwriting Agreement, will be validly issued and fully paid and non-assessable.
7. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective under the 1933 Act, any required filing of the Prospectus pursuant to Rule 497(c) or Rule 497(h) has been made in the manner and within the time period required by Rule 497, and to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement or of any Rule 462(b) Registration Statement has been issued, or proceedings therefor threatened by the Commission, under the 1933 Act.
8. The Fund is duly registered with the Commission under the 1940 Act as a closed-end diversified management investment company.
9. Other than with respect to financial statements and related notes and schedules and any other financial, accounting and statistical information that is included or incorporated by reference in, or omitted from, the following documents, as to which such counsel need express no opinion: /s/ Michael E. Anderson Name(i) the Registration Statement, including any Rule 462(b) Registration Statement and any Rule 430A Information, the Prospectus and any amendment or supplement thereto through the date hereof complied as to form in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations thereunder; and (ii) the Fund's notification of registration on Form N-8A complied as to form in all material respects with the requirements of the 1940 Act and the Rules and Regulations thereunder.
10. Insofar as the statements in the Prospectus under the captions "Description of Shares - Common Shares," "Tax Matters - General; Taxation of the Fund" and "Tax Matters - Taxation of the Fund's Shareholders" and in the Registration Statement under Item 29 (Indemnification) constitute summaries of legal matters, provisions of the Fund's articles of incorporation or by-laws or legal proceedings or legal conclusions referred to therein, those statements fairly present the information called for with respect to those legal matters, documents, proceedings or conclusions.
11. To such counsel's knowledge, there is no action, suit, proceeding, inquiry or investigation by or before any court or governmental agency that is pending against the Fund or to which any of its properties are subject or that is threatened against the Fund, which may reasonably be expected to result in a Material Adverse Effect or to materially and adversely affect the properties or assets of the Fund, the consummation by the Fund of the transactions contemplated in the Underwriting Agreement or the performance by the Fund of its obligations thereunder.
12. The terms of the Underwriting Agreement and each of the Fund Agreements do not violate in any material respect any applicable provision of 1940 Act, the Rules and Regulations thereunder, the Advisers Act or the Advisers Act Rules and Regulations.
13. Neither the execution and delivery by the Fund of, and the performance by the Fund of its obligations under, the Underwriting Agreement or the Fund Agreements, nor the issuance and sale of the Shares to the Underwriters and the use by the Fund of the proceeds thereof as provided by the Underwriting Agreement and as described in the Prospectus under the caption "Use of Proceeds": Xxxxxxx X. Xnderson Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number (i) violate the Fund's articles of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston incorporation or bylaws; (Europeii) Limited 82,000 Lehman Brothers International violate, breach or constitute a default or event of default under the terms of any agreement or instrument that is filed as an exhibit to the Registration Statement and to which the Fund is a party or by which its property may be bound, except for violations, breaches or defaults that would not have a Material Adverse Effect; (Europeiii) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxxviolate the laws of the United States, X.X.X. Hixxxxxx Xxxxxxxed Communicationsthe States of Maryland and New York and The Commonwealth of Massachusetts that are, L.L.C. Syracuse Hilton Head Holdingsin such counsel's experience, L.P. Doris Holdingsapplicable to the transactions of the types covered by the Underwriting Agreement and the Fund Agreements (the "Covered Laws"); (iv) violates the terms of any order of any court, L.P. Eleni Acquisitiongovernmental instrumentality, Inc.securities exchange or association or arbitrator specifically naming the Fund and known to such counsel or
Appears in 1 contract
Samples: Underwriting Agreement (Neuberger Berman Real Estate Income Fund Inc)
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the laws of the State of New York applicable without giving effect to contracts made and to be performed within the State provisions thereof concerning conflict of New Yorklaws. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION CWCAPITAL COMMERCIAL FUNDING CORP. By: /s/ James R. Brown Robert Restrick ------------------------------------- Name: Jamxx X. Xxxxx Robert Restrick Title: Vixx Xxxxxxxxx Senxxx Xxxx Xxxxxxent Confirmed and accepted in New York, New York as of the date first above mentioned on behalf of themselves and the other several Managers named in Schedule I heretowritten. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX WACHOVIA CAPITAL MARKETS, LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY INC. By: /s/ Michael E. Anderson H. Royer Culp, Jr. ------------------------------------- Name: Xxxxxxx X. Xnderson Xxxxx Xxxx, Jr. Title: Vice President CITIGROUP GLOBAL MARKETS XXX. Xy: /x/ Angela J. Vleck ------------------------------------- Name: Angxxx X. Xxxxx Title: Managing Director DEUTSCHE BANK SECURITIES XXX. Xx: /x/ Helaine M. Kaplan ------------------------------------- Name: Hxxxxxx X. Xxxxxx Title: Managing Director By: /s/ Mary Brundage ------------------------------------- Name: Mary Xxxxxxxx Xitle: Director Acknowledged and Agreed with respxxx xx Xxxxion 12 hereof: CWCAPITAL LLC By: /s/ Paul A. Sherrington ------------------------------------- Name: Xxxx X. Xxxxxxxxxxn Title: Senior Vice President Assistaxx Xxxxxxx Xxxxxxx SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number Underwriting Agreement, dated December 6, 2006. Title and Description of Firm Shares ------- --------------------- Smith Barney Offered Certificates: CWCapital Commercial Funding Corp., Commercial Mortgage Pass-Through Certificates Series 2006-C1 Initial Aggregate Class Principal Amount Purchase Initial Pass- Designation of Class Price(1) Through Rate Ratings(2) ---------------- ------------------- ------------- ---------------- -------------- Class A-1 $47,257,000 99.9980% 5.0430% AAA/AAA Class A-2 $358,727,000 100.4959% 5.1740% AAA/AAA Class A-AB $137,993,000 100.4996% 5.2230% AAA/AAA Class A-3 $102,115,000 100.4954% 5.3110% AAA/AAA Class A-4 $734,613,000 100.4977% 5.2230% AAA/AAA Class A-1A $400,908,000 100.4945% 5.1990% AAA/AAA Class IO $2,469,093,000 5.2471% 0.7400% AAA/AAA Class A-M $254,516,000 100.4950% 5.2540% AAA/AAA Class A-J $209,976,000 100.4931% 5.2890% AAA/AAA Class B $50,903,000 100.4967% 5.3590% AA/AA Class C $28,633,000 100.4929% 5.3980% AA-/AA- Class D $34,996,000 100.4969% 5.4380% A/A
(1) Expressed as a percentage of the aggregate stated amount of the relevant class of Offered Certificates to be purchased.
(2) By each of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisitionand Fitch, Inc.
Appears in 1 contract
Samples: Underwriting Agreement (COBALT CMBS Commercial Mortgage Trust 2006-C1)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable Florida without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company, the Selling Shareholder and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Selling Shareholder, and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION American Physicians Service Group, Inc. Xxxxxxx X. Xxxxxx, President and Chief Operating Officer Selling Shareholder: By: /s/ James R. Brown Name: Jamxx Xxxxxxx X. Xxxxx Title: Vixx Xxxxxxxxx Confirmed Xxxxxxx CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves and the other several Managers Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY XXXXXXX XXXXX & ASSOCIATES, INC. By: /s/ Michael E. Anderson Authorized Representative SPOUSAL CONSENT The undersigned spouse of Xxxxxxx X. Xxxxxxx hereunto subscribes her name in evidence of her agreement and consent to the disposition made of any interest she may have, including any community property interests, in the capital stock of American Physicians Service Group, Inc. referred to in the foregoing Agreement, and to all other provisions of such Agreement. Name: Xxxxxx Xxxxxxx Xxxxxxx X. Xnderson Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas 300,000 Xxxxxxx X. Xxxxxxx Xxxxxxx X. XxXxxx Xxxxxxx X. Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxx Xxxxxx X. Xxxxxxxx CommunicatxxxxXxxxxx X. Xxxxxx, X.X.X. Hixxxxxx Xxxxxxxed CommunicationsXx., L.L.C. Syracuse Hilton Head HoldingsM.D. Xxx X. Xxxxxx, L.P. Doris HoldingsXx. Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx, L.P. Eleni AcquisitionM.D. Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxx X. Xxxxxxxxxx
1. APS Insurance Services, Inc.
2. American Physicians Insurance Agency, Inc.
3. American Physicians Insurance Company
4. APS Investment Services, Inc.
5. APS Financial Corporation, Inc.
6. APS Asset Management, Inc.
7. APS Capital Corp. , 2007 American Physicians Service Group, Inc. 0000 X. Xxxxxxx xx Xxxxx Xxxxxxx Xxxxx X-000 Xxxxxx, Xxxxx 00000 Xxxxxxx Xxxxx & Associates, Inc. As Representative of the Several Underwriters c/o Raymond Xxxxx & Associates, Inc. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 Dear Sirs: This letter is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by the Company, as issuer, and Xxxxxxx Xxxxx & Associates, Inc., as the representative (the “Representative”) of certain underwriters (the “Underwriters”) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of Common Stock, par value $ .10 per share, of the Company (the “Shares”), as described in and contemplated by the registration statement of the Company on Form S-1, File No. 333-143241 (the “Registration Statement”), as filed with the Securities and Exchange Commission on May 24, 2007 (the “Offering”). The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 180 days after the date of the Company’s Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of Xxxxxxx Xxxxx & Associates, Inc. or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other disposition of any of the Lock-Up Shares or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period, notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues a release concerning earnings or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the Lock-Up Period, the Company announces it will release earnings results during the 16 day period beginning on the last day of the Lock-Up Period; the restrictions imposed in this letter agreement shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, you have agreed that the foregoing restrictions shall not apply to:
(1) the Company Securities being offered in the prospectus included in the Registration Statement; or
(2) any grant or exercise of options pursuant to the Company’s 1995 and 2005 Incentive and Non-Qualified Stock Option Plans.
Appears in 1 contract
Samples: Underwriting Agreement (American Physicians Service Group Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts counterparts, which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Fund, the Adviser, the Sub-Adviser and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION NEUBERGER BERMAN REAL ESTATE SECURITIES INCOME FUND INC. By: /s/ James R. Brown :_____________ Name: Jamxx X. Xxxxx Title: Vixx Xxxxxxxxx NEUBERGER BERMAN MANAGEMENT INC. By:_____________ Name: Title: NEUBERGER BERMAN, LLC By:_____________ Name: Title: 50 Confirmed as of the date first above mentioned written on behalf of themselves and the other several Managers Under- writers named in Schedule I hereto. SMITH BARNEY AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS A.G. EDWARDS & SONS, INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers ByBx: SMITH BARNEY INC. By: /s/ Michael E. Anderson _________________________________ Name: Xxxxxxx X. Xnderson Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Underwriter Number of Shares ----------- ---------------- A.G. Edwards & Sons, Inc. [ ] Merrill Lynch, Pierce, Fenner & Smixx Xxxxrporated Advest, Xxx. BB&X Xxxital Markets, a division of Scott & Stringfellow, Inc. Ferris, Xxxxx Waxxx, Xxxxxxxrated J.X.X. Hixxxxxd, X.X. Lyons, Inc. Janney Mxxxxxxxxy Xxxxx XXX Legg Maxxx Xxox Xxxxxx Xxxxxxxrated XxXoxxxx Xxxxxtxxxxx Inc., a KeyCorp Company Oppenheimer & Co. Inc. RBC Dain Rauxxxxx Xxx. Stifel, Nicholas & Xxxxxxx, Xncoporxxxx XxxXxxxx Xxpital Markets, Inc. Wells Fargo Securities, LLC Total [ ] EXHIBIT A FORM OF KIRKPATRICK & LOCKHART OPINION
0. Xhe Xxxx xx a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and is qualified to do business as a foreign corporation in the State of New York, which such counsel has been advised by an officer of the Fund is the only state in which the Fund maintains an office for the conduct of its business.
2. The Fund has the corporate power and authority to: (i) own its properties and conduct its business as described in the Registration Statement and the Prospectus; and (ii) execute, deliver, and perform its obligations under the Underwriting Agreement and the Fund Agreements.
3. To such counsel's knowledge, the Fund does not have any subsidiaries.
4. The shares of common stock of the Fund, par value $0.0001 per share (the "Common Shares"), conform in all material respects as to all statements as to legal matters relating thereto contained in the Prospectus. No person is entitled to any preemptive or other similar rights with respect to the Common Shares.
5. The number of authorized Common Shares is as set forth in the Prospectus under the caption "Description of Shares -- Common Shares." All Common Shares that to such counsel's knowledge have been issued and are outstanding prior to the issuance of the Firm Shares:
(i) have been duly authorized, validly issued and are fully paid and non-assessable; and (ii) have been offered and sold by the Fund in compliance with applicable law.
6. The Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston have been duly authorized for issuance and sale to the Underwriters pursuant to the Underwriting Agreement and, when issued and delivered by the Fund pursuant to the Underwriting Agreement against payment of the consideration set forth in the Underwriting Agreement, will be validly issued and fully paid and non-assessable.
7. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective under the 1933 Act, any required filing of the Prospectus pursuant to Rule 497(c) or Rule 497(h) has been made in the manner and within the time period required by Rule 497, and to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement or of any Rule 462(b) Registration Statement has been issued, or proceedings therefor threatened by the Commission, under the 1933 Act.
8. The Fund is duly registered with the Commission under the 1940 Act as a closed-end non-diversified management investment company.
9. Other than with respect to financial statements and related notes and schedules and any other financial, accounting and statistical information that is included or incorporated by reference in, or omitted from, the following documents, as to which such counsel need express no opinion, the Registration Statement, including any Rule 462(b) Registration Statement and any Rule 430A Information, the Prospectus and any amendment or supplement thereto through the date hereof complied as to form in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations thereunder.
10. Insofar as the statements in the Prospectus under the captions "Description of Shares - Common Shares," "Tax Matters - General; Taxation of the Fund" and "Tax Matters - Taxation of the Fund's Shareholders" and in the Registration Statement under Item 29 (EuropeIndemnification) Limited 82,000 Lehman Brothers International constitute summaries of legal matters, provisions of the Fund's articles of incorporation or by-laws or legal proceedings or legal conclusions referred to therein, those statements fairly present the information called for with respect to those legal matters, documents, proceedings or conclusions.
11. To such counsel's knowledge, there is no action, suit, proceeding, inquiry or investigation by or before any court or governmental agency that is pending against the Fund or to which any of its properties are subject or that is threatened against the Fund, which may reasonably be expected to result in a Material Adverse Effect or to materially and adversely affect the properties or assets of the Fund, the consummation by the Fund of the transactions contemplated in the Underwriting Agreement or the performance by the Fund of its obligations thereunder.
12. The terms of the Underwriting Agreement and each of the Fund Agreements do not violate in any material respect any applicable provision of 1940 Act, the Rules and Regulations thereunder, the Advisers Act or the Advisers Act Rules and Regulations.
13. Neither the execution and delivery by the Fund of, and the performance by the Fund of its obligations under, the Underwriting Agreement or the Fund Agreements, nor the issuance and sale of the Shares to the Underwriters and the use by the Fund of the proceeds thereof as provided by the Underwriting Agreement and as described in the Prospectus under the caption "Use of Proceeds": (Europei) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxxviolate the Fund's articles of incorporation or bylaws; (ii) breach or constitute a default or event of default under the terms of any agreement or instrument that is filed as an exhibit to the Registration Statement and to which the Fund is a party or by which its property may be bound, X.X.X. Hixxxxxx Xxxxxxxed Communicationsexcept for breaches or defaults that would not have a Material Adverse Effect; (iii) violate the laws of the United States, L.L.C. Syracuse Hilton Head Holdingsthe States of Maryland and New York and The Commonwealth of Massachusetts that are, L.P. Doris Holdingsin such counsel's experience, L.P. Eleni Acquisitionapplicable to the transactions of the types covered by the Underwriting Agreement and the Fund Agreements (the "Covered Laws"); (iv) violates the terms of any order of any court, Inc.governmental instrumentality, securities exchange or association or arbitrator specifically naming the Fund and known to such counsel or
Appears in 1 contract
Samples: Underwriting Agreement (Neuberger Berman Real Estate Securities Income Fund Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [Signature Pages Follow] Please confirm that the foregoing correctly sets forth the agreement between among the Company Issuers and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ James R. Brown Xxxxxxx Xxxxxxxx-Xxxxx Name: Jamxx X. Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vixx Xxxxxxxxx Confirmed Vice President and Treasurer By: /s/ Xxxxxxx Xxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above mentioned on behalf written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated As Representatives of themselves and the other several Managers named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers Underwriters By: SMITH BARNEY INC. X.X. Xxxxxx Securities LLC By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Michael E. Anderson Xxxxxxx X. Xxxxxxx By: /s/ R. Xxxxx Xxxxxx Name: Xxxxxxx X. Xnderson Xxxxxxx Name: R. Xxxxx Xxxxxx Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Executive Director Title: Managing Director X.X. Xxxxxx Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston $ 136,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 136,500,000 DNB Markets, Inc. 73,500,000 Mizuho Securities USA Inc. 73,500,000 Mitsubishi UFJ Securities (EuropeUSA), Inc. 28,000,000 Scotia Capital (USA) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx CommunicatxxxxInc. 28,000,000 SG Americas Securities, X.X.X. Hixxxxxx Xxxxxxxed CommunicationsLLC 28,000,000 BBVA Securities Inc. 21,000,000 BNP Paribas Securities Corp. 21,000,000 RBC Capital Markets, L.L.C. Syracuse Hilton Head HoldingsLLC 21,000,000 SMBC Nikko Securities America, Inc. 21,000,000 BB&T Capital Markets, a division of BB&T Securities, LLC 14,000,000 BMO Capital Markets Corp 14,000,000 CIBC World Markets Corp. 14,000,000 Fifth Third Securities, Inc. 14,000,000 ING Financial Markets LLC 14,000,000 PNC Capital Markets LLC 14,000,000 Regions Securities LLC 14,000,000 U.S. Bancorp Investments, Inc. 14,000,000 Total $ 700,000,000 Issuers: Plains All American Pipeline, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.and PAA Finance Corp.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. 54 Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Selling Securityholders and the several ManagersU.S. Underwriters. Very truly yours, ADELPHIA COMMUNICATIONS PAXSXX XXXMUNICATIONS CORPORATION By: /s/ James R. Brown By ----------------------------- Name: Jamxx X. Xxxxx Title: Vixx Xxxxxxxxx Each of the Selling Securityholders named in Schedule I hereto By ----------------------------- Name: Title: Attorney-in-Fact By ----------------------------- Name: Title: Attorney-in-Fact Confirmed as of the date first above mentioned on behalf of themselves and the other several Managers U.S. Underwriters named in Schedule I II hereto. SMITH BARNEY INCSMITX XXXXXX XXX. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for PAINEWEBBER INCORPORATED CIBC WOOD GUNDY SECURITIES CORP. BT SECURITIES CORPORATION As Representatives of the Several Managers By: SMITH BARNEY INCU.S. Underwriters By SMITX XXXXXX XXX. By: /s/ Michael E. Anderson By ----------------------------- Name: Xxxxxxx X. Xnderson Title: 55 SCHEDULE I ADELPHIA COMMUNICATIONS PAXSXX XXXMUNICATIONS CORPORATION Manager Part A - Firm Shares -------------------- Number of Selling Securityholders Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.----------------------- -----------
Appears in 1 contract
Samples: u.s. Underwriting Agreement (Paxson Communications Corp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Partnership, the Trust and the several ManagersUnderwriter. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION EQUITY INNS, INC. By: /s/ James R. Brown J. Mitchell Collins ------------------------------------ Name: Jamxx X. Xxxxx J. Mitchell Collins Title: Vixx Xxxxxxxxx Executxxx Xxxx Xxxxxxxnt, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ------------------------------------ Name: J. Mitchell Collins Title: Executxxx Xxxx Xxxxxxxnt, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ------------------------------------ Name: J. Mitchell Collins Title: Executxxx Xxxx Xxxxxxxnt, Chief Financial Officer, Secretary, and Treasurer Confirmed as of the date first above mentioned on behalf of themselves and the other several Managers named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY mentioned.
A. G. EDWARDS & SONS, INC. By: /s/ Michael E. Anderson Douglas D. Rubenstein --------------------------------- Name: Xxxxxxx Dougxxx X. Xnderson TitleXxxxxxxxxx Xxxle: Managing Director SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney A UNDERWRITER NUMBER OF SHARES ----------- ---------------- A.G. Edwards & Sons, Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston 400,000 TOTAL 000,000 SCHEDULE B DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION OR NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ---------------- -------------------- Equity Inns Trust (Europethe "Trust") Limited 82,000 Lehman Brothers International Maryland 100% owned by Equity Inns, Inc. (Europethe "REIT") 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx CommunicatxxxxEquity Inns Partnership, X.X.X. Hixxxxxx Xxxxxxxed CommunicationsL.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners ENN Services Corporation Tennessee 100% owned by the REIT Equity Inns Services, L.L.C. Syracuse Hilton Head (f/k/a Equity Inns, Inc.) Tennessee 99.5% owned by the REIT; 0.5% owned by ENN Services ("Services") Corporation Equity Inns TRS Holdings, L.P. Doris Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership II, L.P. Eleni AcquisitionTennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximately 1% GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership EQI/WV Financing Partnership, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership EQI Financing Corporation III Tennessee 100% owned by the Trust EQI Financing Partnership III, L.P. Tennessee 1% GP interest held by EQI Financing Corporation III; 99% LP interest held by the Partnership EQI Financing Corporation IV Tennessee 100% owned by the Trust EQI Financing Partnership IV, L.P. Tennessee 1% GP interest held by EQI Financing Corporation IV; 99% LP interest held by the Partnership EQI Financing Corporation V Tennessee 100% owned by the Trust EQI Financing Partnership V, L.P. Tennessee 1% GP interest held by EQI Financing Corporation V; 99% LP interest held by the Partnership EQI Financing Corporation VI Tennessee 100% owned by the Trust EQI Jacksonville Partnership I, L.P. Tennessee 1% GP interest held by EQI Financing Corporation VI; 99% LP interest held by the Partnership EQI Asheville Partnership I, L.P. Tennessee 1% GP interest held by EQI Financing Corporation VI; 99% LP interest held by the Partnership EQI Louisville Partnership I, L.P. Tennessee 1% GP interest held by EQI Financing Corporation VI; 99% LP interest held by the Partnership EQI Dalton Partnership, L.P. Tennessee 0% XX interest held by EQI Financing Corporation VI; 99% LP interest held by the Partnership EQI/WV Financing Corporation Tennessee 100% owned by the Trust EQI/WV Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI/WV Financing Corporation; 99% LP interest held by the Partnership
E. Inns Orlando, Inc. Tennessee 100% owned by Services E.I.P. Orlando, L.P. Tennessee 1% GP interest held by E. Inns Orlando, Inc.; 99% LP interest held by the Partnership ENN Leasing Company, Inc. Tennessee 100% owned by TRS Holdings Equity Inns Statutory Trust I Delaware Partnership owns 100% common securities (100% preferred securities held by Third Party Trust Preferred Securities Holders) ENN Leasing Company I, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company II, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company III, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company IV, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company V, L.L.C. Delaware 100% owned by TRS Holdings ENN KS, Inc. Kansas 100% owned by TRS Holdings ENN TRS, Inc. Tennessee 100% owned by TRS Holdings ENN TN, L.L.C. Tennessee 99% owned by TRS Holdings; 1% owned by ENN TRS, Inc. ENN TN I, L.L.C. Delaware 99% owned by TRS Holdings; 1% owned by ENN TRS, Inc. ENN TN II, L.L.C. Delaware 99% owned by TRS Holdings; 1% owned by ENN TRS, Inc. ENN TN IV, L.L.C. Delaware 99% owned by TRS Holdings; 1% owned by ENN TRS, Inc. ENN TN V, L.L.C. Delaware 99% owned by TRS Holdings; 1% owned by ENN TRS, Inc. EQI FL Corporation ("EQI FL") Tennessee 100% owned by the Trust EQI Tallahassee, L.P. Tennessee 1% GP interest held by EQI FL; 99% LP interest held by the Partnership EQI Kentucky Corporation ("EQI Ky") Tennessee 100% owned by the Trust EQI Jacksonville Corporation ("EQI Jax") Tennessee 100% owned by the Trust EQI Carlsbad Corporation ("EQI Carlsbad") Tennessee 100% owned by the Trust EQI Orlando Corporation ("EQI" Orlando") Tennessee 100% owned by the Trust EQI Athens, L.P. Tennessee 1% GP interest held by EQI FL; 99% LP interest held by the Partnership EQI Gainesville, L.P. Tennessee 1% GP interest held by EQI FL; 99% LP interest held by the Partnership ENN Gainesville, L.L.C. Delaware 100% owned by TRS Holdings ENN Tampa, L.L.C. Delaware 100% owned by TRS Holdings ENN Tallahassee, L.L.C. Delaware 100% owned by TRS Holdings ENN Asheville, L.L.C. Delaware 100% owned by TRS Holdings ENN Savannah, L.L.C. Delaware 100% owned by TRS Holdings ENN Athens, L.L.C. Delaware 100% owned by TRS Holdings ENN Mobile, L.L.C. Delaware 100% owned by TRS Holdings ENN Macon, L.L.C. Delaware 100% owned by TRS Holdings ENN Jacksonville, L.L.C. Delaware 100% owned by TRS Holdings ENN Sarasota, L.L.C. Delaware 100% owned by TRS Holdings ENN Sarasota 2, L.L.C. Delaware 100% owned by TRS Holdings ENN Ft. Myers, L.L.C. Delaware 100% xxxed by TRS Holdings ENN Carlsbad, L.L.C. Delaware 100% owned by TRS Holdings ENN Orlando, L.L.C. Delaware 100% owned by TRS Holdings McKibbon Hotel Group of Gainesville, Florida, L.P. Georgia 0% GP interest held by EQI FL; 99% LP interest held by the Partnership McKibbon Hotel Group of Tallahassee, Florida #3, L.P. Georgia 0% GP interest held xx XXX XX; 00% XX xxxxrest held by the Partnership McKibbon Hotel Group of Sabal Park, Florida, L.P. Georgia 0% GP interest held by EQI FL; 99% LP interest held by the Partnership McKibbon Hotel Group of Tallahassee, Florida, L.P. Georgia 0% GP interest held by EQI FL; 99% LP interest held by the Partnership McKibbon Hotel Group of Asheville, North Carolina, L.P. Georgia 0% GP interest held by EQI FL; 99% LP interest held by the Partnership McKibbon Hotel Group of Knoxville, Tennessee #2, L.P. Georgia 0% GP interest held xx XXX XX; 00% XX xxxxrest held by the Partnership McKibbon Hotel Group of Savannah, Georgia, L.P. Georgia 0% GP interest held by EQI FL; 99% LP interest held by the Partnership McKibbon Hotel Group of Chattanooga, Tennessee, L.P. Georgia 0% GP interest held by EQI FL; 99% LP interest held by Partnership McKibbon Hotel Group of Sarasota, Florida #3, L.P. Georgia 0% EQI FL; 99% Partnership McKibbon Hotel Group of Savannah, Georgia #2, L.P. Georgia 0% EQI FL; 99% Partnership EQI San Antonio, L.P. Tennessee 1% EQI FL; 99% Partnership EQI Sarasota, L.P. Tennessee 1% EQI FL; 99% Partnership EQI Sarasota #2, L.P. Tennessee 1% EQI FL; 99% Partnership EQI Ft. Myers, L.P. Tennessee 1% XXX XX; 00% Partnership EQI Franklin, L.P. Tennessee 0% XXX XX; 00% Partnership EQI Bowling Green Partnership, L.P. Tennessee 1% EQI Ky; 99% Partnership EQI Jacksonville Partnership Tennessee 1% EQI Jax; 99% Partnership EQI Carlsbad Partnership Tennessee 1% EQI Carlsbad; 99% Partnership EQI Orlando Partnership, L.P. Tennessee 1% EQI Orlando; 99% Partnership EQI Macon, L.P. Tennessee 1% GP interest held by EQI FL; 99% LP interest held by Partnership EQI Mobile, L.P. Tennessee 1% GP interest held by EQI FL; 99% LP interest held by Partnership ENN Knoxville, L.L.C. Delaware 99% interest held by TRS Holdings; 1% interest held by ENN TRS, Inc. ENN Chattanooga, L.L.C. Delaware 99% interest held by TRS Holdings; 1% interest held by ENN TRS, Inc. ENN Knoxville 2, L.L.C. Delaware 99% interest held by TRS Holdings; 1% interest held by ENN TRS, Inc.
EXHIBIT 1.1 SCHEDULE C-1 Corporate Opinion Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that:
1. The Company is a Tennessee corporation, duly incorporated and existing under the laws of the State of Tennessee.
2. The Operating Partnership is a Tennessee limited partnership, duly formed and validly existing under the Tennessee Revised Uniform Limited Partnership Act.
3. The Trust has been duly formed and is validly existing and in good standing with the SDAT.
4. Each subsidiary of the Company set forth on Schedule A has been duly formed and is validly existing under the laws of the jurisdiction of its organization with the limited partnership power and authority to own and lease its properties and to conduct its business as described in the Placement Shares Prospectus and the Underwritten Shares Prospectus.
5. Each subsidiary of the Company set forth on Schedule A has been qualified to transact business as a foreign limited partnership in each jurisdiction other than its jurisdiction of organization set forth on Schedule A.
6. The Company has the corporate power, the Trust has the trust power and the Operating Partnership has the limited partnership power to own, lease and operate its properties and conduct its business in all material respects as described in (a) the Company's Underwritten Shares Prospectus Supplement under the caption "Our Company," (b) the Company's Placement Shares Prospectus Supplement under the caption "Our Company" and (c) the Company's Form 10-K under the captions "Item 1. Business" and "Item 2. Properties," and to execute and perform its obligations under the Agreements.
7. The execution and delivery of the Agreements has been duly authorized by all necessary corporate action on the part of the Company, and the Agreements have been duly executed and, so far as is known to us, delivered by the Company.
8. The execution and delivery of the Agreements has been duly authorized by all necessary action on the part of the Trust, and the Agreements have been duly executed and, so far as is known to us, delivered by the Trust.
9. The execution and delivery of the Agreements has been duly authorized by all necessary limited partnership action on the part of the Operating Partnership and the Agreements have been duly executed and, so far as is known to us, delivered by the Operating Partnership.
10. The issuance of the Placement Shares pursuant to the Placement Agreement has been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with the Placement Agreement and upon payment therefor in the manner contemplated by the Placement Agreement, the Placement Shares will be validly issued, fully paid and nonassessable.
11. The issuance of the Underwritten Shares pursuant to the Underwriting Agreement has been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with the Underwriting Agreement and upon payment therefor in the manner contemplated by the Underwriting Agreement, the Underwritten Shares will be validly issued, fully paid and nonassessable.
12. The form of share certificate evidencing the Shares complies with the applicable requirements of the laws of the State of Tennessee, the Charter and Bylaws, and the New York Stock Exchange, Inc.
13. The execution and delivery of the Agreements and the issuance and delivery of the Shares will not violate (A) the Charter or the Bylaws, (B) the Certificate of Limited Partnership or the Limited Partnership Agreement, (C) the Declaration of Trust or the Trust Bylaws or (C) any material contract or agreement filed as an exhibit to the Company's Annual Report on Form 10-K, as amended, for the year ended December 31, 2004; provided however, that we express no opinion (a) as to whether the execution, delivery or performance of any contract, instrument or agreements will constitute a violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of any person or entity or (b) with respect to any matter which requires mathematical calculation or any financial or accounting determination.
14. The Company is not, and after giving effect to the issuance of the Shares and the application of the proceeds thereof as described under the caption "Use of Proceeds" in each of the Underwritten Shares Prospectus and the Placement Shares Prospectus, will not be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act").
15. The Company has authorized capital stock as set forth under the caption "Capitalization" in each of the Underwritten Shares Prospectus and the Placement Shares Prospectus. The statements in each of the Underwritten Shares Prospectus and the Placement Shares Prospectus under the caption "Description of Capital Stock - Preferred Stock" and "Description of Series C Preferred Stock" insofar as such statements purport to summarize legal matters or legal documents, have been reviewed by us and are correct in all material respects as of the date of the Placement Shares Prospectus and the Underwritten Shares Prospectus.
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Trust, the Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Trust and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION ECA MARCELLUS TRUST I By: The Bank of New York Mellon Trust Company, N.A., as Trustee By: /s/ James R. Brown Name: Jamxx Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxx X. Xxxxxx Title: Vixx Xxxxxxxxx Confirmed Vice President ENERGY CORPORATION OF AMERICA /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Chief Financial Officer CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves the Representatives and the other several Managers Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY XXXXXXX XXXXX & ASSOCIATES, INC. By: /s/ Michael E. Anderson Xxxxxx House Name: Xxxxxx House Authorized Representative CITIGROUP GLOBAL MARKETS INC. By: /s/ R. Xxxxxx Xxxxx Name: R. Xxxxxx Xxxxx Authorized Representative Xxxxxxx Xxxxx & Associates, Inc. 3,521,000 Citigroup Global Markets Inc. 3,521,000 Xxxxxxxxxxx & Co. Inc. 748,212 RBC Capital Markets Corporation 748,212 Xxxxxx X. Xnderson TitleXxxxx & Co. 264,076 Total 8,802,500 None. Public offering price: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager $20.00 per Common Unit Number of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.Units: 8,802,500
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Issuers and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION PLAINS ALL AMERICAN PIPELINE, L.P. By: PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ James R. Brown Xxxxxx Xxxxxxx Name: Jamxx X. Xxxxx Xxxxxx Xxxxxxx Title: Vixx Xxxxxxxxx Confirmed Senior Vice President and Treasurer PAA FINANCE CORP. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above mentioned on behalf written. Citigroup Global Markets Inc. MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of themselves and the other several Managers named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers Underwriters By: SMITH BARNEY INC. Citigroup Global Markets Inc. By: MUFG Securities Americas Inc. By: /s/ Michael E. Anderson Xxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx X. Xxxxxxx X. Xnderson Name: Xxxxx Xxxxxxxxxx Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney Director Title: Managing Director By: SMBC Nikko Securities America, Inc. 191,000 By: Truist Securities, Inc. By: /s/ Xxxxxx Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director Title: Authorized Signatory Citigroup Global Markets Inc. $ 65,000,000 MUFG Securities Americas Inc. 65,000,000 SMBC Nikko Securities America, Inc. 65,000,000 Truist Securities, Inc. 65,000,000 Barclays Capital Inc. 25,072,000 BMO Capital Markets Corp. 25,072,000 BofA Securities, Inc. 25,072,000 CIBC World Markets Corp. 25,072,000 ING Financial Markets LLC 25,072,000 X.X. Xxxxxx Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston 25,072,000 Mizuho Securities USA LLC 25,071,000 PNC Capital Markets LLC 25,071,000 RBC Capital Markets, LLC 25,071,000 Regions Securities LLC 25,071,000 Scotia Capital (EuropeUSA) Limited 82,000 Lehman Brothers International Inc. 25,071,000 TD Securities (EuropeUSA) 82,000 Xxe TorontoLLC 25,071,000 U.S. Bancorp Investments, Inc. 25,071,000 Xxxxx Fargo Securities, LLC 25,071,000 BBVA Securities Inc. 13,000,000 Xxxxxx Xxxxxxx & Co. LLC 13,000,000 Zions Direct, Inc. 13,000,000 Total $ 650,000,000 Issuers: Plains All American Pipeline, L.P. and PAA Finance Corp. Ratings*: [Ratings Intentionally Omitted] Security Type: Senior unsecured Legal Format: SEC-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE registered Pricing Date: June 17, 2024 Settlement Date (T+7): June 27, 2024 Maturity Date: September 15, 2034 Principal Amount: $650,000,000 Benchmark Treasury: UST 4.375% due May 15, 2034 Benchmark Treasury Yield: 4.273% Spread to Benchmark Treasury: +143 bps Yield to Maturity: 5.703% Coupon: 5.700% Public Offering Price: 99.953% Net Proceeds (after deducting the underwriting discount and estimated offering expenses): $643.27 million Make-Whole Call: U.S. Treasury + 25 bps Call at Par: On or after June 15, 2034 Interest Payment Dates: March 15 and September 15, beginning on March 15, 2025 CUSIP / ISIN: 72650R BP6 / US72650RBP64 Joint Book-Running Managers: Citigroup Global Markets Inc. MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities, Inc. CIBC World Markets Corp. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC PNC Capital Markets LLC RBC Capital Markets, LLC Regions Securities LLC Scotia Capital (USA) Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Co-Managers: BBVA Securities Inc. Xxxxxx Xxxxxxx & Co. LLC Zions Direct, Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Delivery of the notes is expected to be made against payment therefor on or about June 27, 2024, which is the seventh business day following the date of pricing of the notes (such settlement being referred to as “T+7”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the first business day before delivery will be required, by virtue of the fact that the Notes initially will settle in T+7, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors. The issuers have filed a registration statement (including a base prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuers’ prospectus in that registration statement and any other documents the issuers have filed with the SEC for more complete information about the issuers and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Citigroup Global Markets Inc. collect at 1-800-831-9146, MUFG Securities Americas Inc. toll-free at 0-000-000-0000, SMBC Nikko Securities America, Inc. toll-free at 0-000-000-0000 or Truist Securities, Inc. toll-free at 0-000-000-0000. Not for retail investors in the European Economic Area (“EEA”) or the United Kingdom. No key information document (KID) as required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) or as required by the PRIIPs Regulation as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018, as amended, has been prepared as not available to retail investors in the EEA or the United Kingdom, respectively. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Xxxxxxxxx or another email system. Plains Marketing, L.P. Plains Pipeline, L.P. Plains Midstream Canada ULC Plains Oryx Permian Basin Pipeline LLC Plains Oryx Permian Basin Marketing LLC Oryx Delaware Oil Transport LLC Oryx Midland Oil Gathering LLC Cactus II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx CommunicatxxxxPipeline LLC Plains Capline LLC Red River Pipeline Company LLC Plains Marketing, X.X.X. Hixxxxxx Xxxxxxxed CommunicationsL.P. Plains Pipeline, L.L.C. Syracuse Hilton Head L.P. Plains Oryx Permian Basin Pipeline LLC Plains Oryx Permian Basin Marketing LLC Oryx Delaware Oil Transport LLC Oryx Midland Oil Gathering LLC Cactus II Pipeline LLC Plains Capline LLC Red River Pipeline Company LLC Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA Finance Corp. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains GP Holdings, L.P. Doris HoldingsTexas PAA GP Holdings LLC Texas Plains Marketing, L.P. Eleni AcquisitionCalifornia, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Plains Midstream Canada ULC Alberta, Manitoba, Ontario, Saskatchewan, British Columbia, Quebec, Nova Scotia, New Brunswick Plains Oryx Permian Basin Pipeline LLC New Mexico, Texas Plains Oryx Permian Basin Marketing LLC New Mexico, Texas Oryx Delaware Oil Transport LLC New Mexico, Texas Oryx Midland Oil Gathering LLC N/A Cactus II Pipeline LLC Texas Plains Capline LLC N/A Red River Pipeline Company LLC Oklahoma, Texas The undersigned, in his capacity as the Chief Financial Officer of Plains All American GP LLC, a Delaware limited liability company, which is the general partner of Plains AAP, L.P., a Delaware limited liability partnership, which is the sole member of PAA GP LLC, a Delaware limited liability company, which is the general partner of Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), does hereby certify that he is familiar with the accounting, operations and record systems of the Partnership and that, to his knowledge after reasonable investigation, there has not been any material adverse change in the financial position, results of operations, cash flows or working capital of the Partnership since March 31, 2024. In addition, as of the date of this certificate, the total debt of the Partnership is approximately $7.7 billion. Capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement dated as of the date hereof by and among the Partnership, PAA Finance Corp., and Citigroup Global Markets Inc., MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and Truist Securities, Inc. as the representatives of the several Underwriters. This certificate is to assist the Underwriters in conducting and documenting their investigation of the affairs of the Partnership in connection with the offering of the Notes covered by the Registration Statement, the Pricing Disclosure Package and the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [Signature Pages Follow] Please confirm that the foregoing correctly sets forth the agreement between among the Company Issuers and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ James R. Brown Xxxxxxx Xxxxxxxxx-Xxxxx Name: Jamxx X. Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vixx Xxxxxxxxx Confirmed Vice President and Treasurer By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above mentioned on behalf written. Citigroup Global Markets Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. UBS Securities LLC Xxxxx Fargo Securities, LLC As Representatives of themselves and the other several Managers named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers Underwriters By: SMITH BARNEY INC. Citigroup Global Markets Inc. By: SunTrust Xxxxxxxx Xxxxxxxx, Inc. By: /s/ Michael E. Anderson Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director Title: Managing Director By: UBS Securities LLC By: Xxxxx Fargo Securities, LLC By: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxxxxx Xxxxxx Name: Xxxx Xxxxxxxxxx Name: Xxxxxxx X. Xnderson Xxxxxx Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney Executive Director Title: Director By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Associate Director Citigroup Global Markets Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery $ 105,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 105,000,000 UBS Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston 105,000,000 Xxxxx Fargo Securities, LLC 105,000,000 Mitsubishi UFJ Securities (EuropeUSA), Inc. 70,000,000 Scotia Capital (USA) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe TorontoInc. 70,000,000 BBVA Securities Inc. 28,000,000 SMBC Nikko Securities America, Inc. 28,000,000 CIBC World Markets Corp. 14,000,000 Fifth Third Securities, Inc. 14,000,000 ING Bank N.V. 14,000,000 PNC Capital Markets LLC 14,000,000 Regions Securities LLC 14,000,000 U.S. Bancorp Investments, Inc. 14,000,000 Total $ 700,000,000 Final Term Sheet $700,000,000 4.700% Senior Notes due 2044 Filed Pursuant to Rule 433 Registration No. 333-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx184137 April 15, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings2014 Issuers: Plains All American Pipeline, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.and PAA Finance Corp.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Partnership Parties and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: PNGS GP LLC, its General Partner By: /s/ James R. Brown Xx Xxxxxxx Name: Jamxx X. Xxxxx Xx Xxxxxxx Title: Vixx Xxxxxxxxx Confirmed Senior Vice President and Chief Financial Officer By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer By: PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ A. Xxxxxxx Xxxxxxx Name: A. Xxxxxxx Xxxxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above mentioned on behalf of written. Barclays Capital Inc. UBS Securities LLC Citigroup Global Markets Inc. Xxxxx Fargo Securities, LLC For themselves and as Representatives of the other several Managers Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers hereto By: SMITH BARNEY BARCLAYS CAPITAL INC. By: /s/ Michael E. Anderson Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Vice President By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xnderson Xxxxx Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Director By: XXXXX FARGO SECURITIES, LLC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Barclays Capital Inc. 2,168,200 UBS Securities LLC 2,168,200 Citigroup Global Markets Inc. 1,582,200 Xxxxx Fargo Securities, LLC 1,582,200 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 937,600 X.X. Xxxxxx Securities Inc. 937,600 Xxxxxxx Xxxxx & Associates, Inc. 937,600 Xxxxxxx Xxxxxxxx and Company LLC 351,600 Xxxxxx Xxxxxx & Company, Inc. 351,600 RBC Capital Markets Corporation 351,600 Xxxxxx, Xxxxxxxx & Company, Incorporated 351,600 Total 11,720,000 Number of Firm Shares ------- --------------------- Smith Barney Units: 11,720,000 Public offering price for the Units: $21.50 per common unit Entity Jurisdiction in which registered or qualified PAA Natural Gas Storage, L.P. Texas PNGS GP LLC Louisiana, Michigan, Texas Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. 191,000 Louisiana, Texas Plains Marketing, L.P. Louisiana PAA/Vulcan Gas Storage, LLC Texas PAA Natural Gas Storage, LLC Louisiana, Michigan Bluewater Natural Gas Holding, LLC Michigan Bluewater Gas Storage, LLC Michigan BGS Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Gas Storage LLC Michigan Pine Prairie Energy Center, LLC Louisiana PPEC Bondholder, LLC Louisiana Barclays Capital Inc. UBS Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston Citigroup Global Markets Inc. Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o UBS Securities LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (Europethe “Underwriting Agreement”) Limited 82,000 Lehman Brothers International among PAA Natural Gas Storage, L.P., a Delaware limited partnership (Europethe “Partnership”), PNGS GP LLC, a Delaware limited liability company, Plains All American Pipeline, L.P., a Delaware limited partnership, and Barclays Capital Inc. UBS Securities LLC, Citigroup Global Markets Inc., and Xxxxx Fargo Securities, LLC, as representatives of the several Underwriters named in Schedule I therein (the “Underwriters”), relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) 82,000 Xxe Torontoor any security convertible into Common Units as a bona fide gift; provided that in the case of any such transfer (i) each donee or distributee shall sign and deliver a lock up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Common Units, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCKUp Period”) without your prior written consent. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this letter shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless waive such extension in writing. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this letter during the period from the date of this letter to and including the 34th day following the expiration of the Lock-Up Period, it will give notice thereof to the Partnership and will not consummate such transaction or take any such action unless it has received written confirmation from the Partnership that the Lock-Up Period (as such may have been extended pursuant to this paragraph) has expired. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or unitholder] [Name and address of officer, director or unitholder] Name Position Xxxx X. Xxxxxxxxx Chairman of the Board, Chief Executive Officer and Director Xxxxx X. Rigas Xxxxxxxx CommunicatxxxxXxxxxxx Vice Chairman and Director Xxxx Xxxxxxx President and Director Xx Xxxxxxx Senior Vice President, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head HoldingsChief Financial Officer and Director Xxxxxxx XxXxx Vice President — Legal and Business Development and Secretary Xxxxxx Xxxx Director Xxxxx X. Xxxxxxxxx Director Xxxx X. Xxxxxxx Vice President — Accounting and Chief Accounting Officer Plains All American Pipeline, L.P. Doris HoldingsUnitholder The undersigned, in his capacity as the Chief Financial Officer of PNGS GP LLC, a Delaware limited liability company and the general partner of PAA Natural Gas Storage L.P., a Delaware limited partnership (the “Partnership”), hereby certifies pursuant to Section 7(l) of the Underwriting Agreement dated April 29, 2010 (the “Underwriting Agreement”), by and among the Partnership, PNGS GP LLC, and Plains All American Pipeline, L.P. Eleni Acquisitionand Barclays Capital Inc., UBS Securities LLC, Citigroup Global Markets Inc., and Xxxxx Fargo Securities, LLC, as the representatives of the underwriters (the “Underwriters”) named therein, that as of the date hereof (capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement):
1. I have, or persons under my supervision have, reviewed the “Expansion Activity and First Quarter 2010 Performance Update” section contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “First Quarter Update”). The information presented in the first sentence of the last paragraph of the First Quarter Update is a fair summary of the anticipated Adjusted EBITDA of PAA Natural Gas Storage, LLC (“PNGS”) for the three months ended March 31, 2010 based on PNGS’s accounting and financial records related to such period.
Appears in 1 contract
Samples: Underwriting Agreement (Paa Natural Gas Storage Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between the Company and the several ManagersInitial Purchasers. Very truly yours, ADELPHIA COMMUNICATIONS HEALTHSOUTH CORPORATION By: /s/ James R. Brown Name: Jamxx X. By --------------------------- Chief Financial Officer XXXXX XXXXXX INC. BEAR, XXXXXXX & CO. INC. XXXXX & COMPANY CREDIT SUISSE FIRST BOSTON CORPORATION X.X. XXXXXX SECURITIES INC. XXXXXX XXXXXXX & CO. INCORPORATED NATIONSBANC XXXXXXXXXX SECURITIES LLC PAINEWEBBER INCORPORATED By XXXXX XXXXXX INC. By -------------------------- Managing Director -28- SCHEDULE I ---------- HEALTHSOUTH CORPORATION Principal Amount Initial Purchasers of Firm Debentures ------------------ ------------------ Xxxxx Title: Vixx Xxxxxxxxx Confirmed Xxxxxx Inc. $459,750,000 Bear, Xxxxxxx & Co. Inc. 5,750,000 Xxxxx & Company 5,750,000 Credit Suisse First Boston Corporation 5,750,000 X.X. Xxxxxx Securities Inc. 5,750,000 Xxxxxx Xxxxxxx & Co. Incorporated 5,750,000 NationsBanc Xxxxxxxxxx Securities LLC 5,750,000 PaineWebber Incorporated 5,750,000 ------------ Total $500,000,000 REGISTRATION RIGHTS AGREEMENT Dated as of March 17, 1998 relating to $500,000,000 Aggregate Principal Amount of 3.25% Convertible Subordinated Debentures due 2003 by and among HEALTHSOUTH CORPORATION and XXXXX XXXXXX INC., BEAR, XXXXXXX & CO. INC., XXXXX & COMPANY, CREDIT SUISSE FIRST BOSTON CORPORATION, X.X. XXXXXX SECURITIES INC., XXXXXX XXXXXXX & CO. INCORPORATED, NATIONSBANC XXXXXXXXXX SECURITIES LLC PAINEWEBBER INCORPORATED THIS REGISTRATION RIGHTS AGREEMENT (the date first above mentioned on behalf "Agreement") is made and entered into as of themselves March 17, 1998 by and among HEALTHSOUTH CORPORATION, a Delaware corporation (the "Company") and XXXXX XXXXXX INC., BEAR, XXXXXXX & CO. INC., XXXXX & COMPANY, CREDIT SUISSE FIRST BOSTON CORPORATION, X.X. XXXXXX SECURITIES INC., XXXXXX XXXXXXX & CO. INCORPORATED, NATIONSBANC XXXXXXXXXX SECURITIES LLC, and PAINEWEBBER INCORPORATED (together, the "Initial Purchasers"), who have purchased $500,000,000 aggregate principal amount of 3.25% Convertible Subordinated Debentures due 2003 (the "Debentures") of the Company pursuant to the Purchase Agreement (as defined below). This Agreement is made pursuant to a Purchase Agreement, dated March 17, 1998 (the "Purchase Agreement"), between the Company and the other several Managers named Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in Schedule I heretothis Agreement. SMITH BARNEY INCThe execution and delivery of this Agreement is a condition to closing under the Purchase Agreement. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON All defined terms used but not defined herein shall have the meanings ascribed to them in the Indenture (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY INCas defined herein). By: /s/ Michael E. Anderson Name: Xxxxxxx X. Xnderson Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.The parties hereby agree as follows:
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Fund, the Adviser, the Sub-Adviser and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION XXXXXXXXX XXXXXX REALTY INCOME FUND INC. By: /s/ James R. Brown Name: Jamxx Xxxxx X. Xxxxx Xxxxxxx -------------------------------- Title: Vixx Xxxxxxxxx Director XXXXXXXXX XXXXXX MANAGEMENT INC. By: /s/ Xxxxx X. Xxxxxxx -------------------------------- Title: President XXXXXXXXX XXXXXX, LLC By: /s/ Xxxxx X. Xxxxxxx -------------------------------- Title: Executive Vice President Confirmed as of the date first above mentioned written on behalf of themselves and the other several Managers Under- writers named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) AS REPRESENTATIVE OF THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY SEVERAL UNDERWRITERS X.X. XXXXXXX & SONS, INC. By: /s/ Michael E. Anderson Xxxxxxx X. Xxxxx -------------------------------- Name: Xxxxxxx X. Xnderson Xxxxx Title: Director SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Underwriters Number of Firm Shares ------- --------------------- Smith Barney ------------ ---------------- X.X. Xxxxxxx & Sons, Inc. 191,000 5,692 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,328 Citigroup Global Markets Inc. 780 Total 7,800 ===== ===== EXHIBIT A FORM OF XXXXXXXXXXX & XXXXXXXX OPINION
1. The Fund is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and is qualified to do business as a foreign corporation in the State of New York, which such counsel has been advised by an officer of the Fund is the only state in which the Fund maintains an office for the conduct of its business.
2. The Fund has the corporate power and authority to: (Europei) Limited 82,000 Lehman Brothers International own its properties and conduct its business as described in the Registration Statement and the Prospectus; and (Europeii) 82,000 Xxe Torontoexecute, deliver, and perform its obligations under the Underwriting Agreement and the Fund Agreements.
3. To such counsel's knowledge, the Fund does not have any subsidiaries.
4. The Preferred Shares, conform in all material respects as to all statements as to legal matters relating thereto contained in the Prospectus. No person is entitled to any preemptive or other similar rights with respect to the Common Shares or the issuance of Preferred Shares.
5. The number of authorized Common Shares and Shares is as set forth in the Prospectus under the caption "The Fund." All Common Shares that to such counsel's knowledge have been issued and are outstanding prior to the issuance of the Preferred Shares: (i) have been duly authorized and validly issued and are fully paid and non-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCKassessable; and (ii) have been offered and sold by the Fund in compliance with applicable law.
6. The Preferred Shares have been duly authorized for issuance and sale to the Underwriters pursuant to the Underwriting Agreement and, when issued and delivered by the Fund pursuant to the Underwriting Agreement against payment of the consideration set forth in the Underwriting Agreement, will be validly issued and fully paid and non-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxxassessable.
7. The Registration Statement, X.X.X. Hixxxxxx Xxxxxxxed Communicationsincluding any Rule 462(b) Registration Statement, L.L.C. Syracuse Hilton Head Holdingshas become effective under the 1933 Act, L.P. Doris Holdingsany required filing of the Prospectus pursuant to Rule 497(c) or Rule 497(h) has been made in the manner and within the time period required by Rule 497, L.P. Eleni Acquisitionand to such counsel's knowledge, Inc.no stop order suspending the effectiveness of the Registration Statement or of any Rule 462(b) Registration Statement has been issued, or proceedings therefor threatened, under the 1933 Act.
8. The Fund is duly registered with the Commission under the 1940 Act as a closed-end non-diversified management investment company.
9. Other than with respect to financial statements and related notes and schedules and any other financial, accounting and statistical information that is included or incorporated by reference in, or omitted from, the following documents, as to which such counsel need express no opinion; (i) the Registration Statement, including any Rule 462(b) Registration Statement and any Rule 430A Information, the Prospectus and any amendment or supplement thereto through the date hereof complied as to form in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations thereunder; and (ii) the Fund's notification of registration on Form N-8A complied as to form in all material respects with the requirements of the 1940 Act and the Rules and Regulations thereunder.
10. Insofar as the statements in the Prospectus under the captions "Description of Preferred Shares" "Tax Matters" and in the Registration Statement under Item 29 (Indemnification) constitute summaries of legal matters, provisions of the Fund's charter or bylaws or legal proceedings or legal conclusions referred to therein, those statements fairly present the information called for with respect to those legal matters, documents, proceedings or conclusions.
Appears in 1 contract
Samples: Underwriting Agreement (Neuberger Berman Realty Income Fund Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Partnership and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION PLAINS ALL AMERICAN PIPELINE, L.P. By: PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ James R. Brown A. Xxxxxxx Xxxxxxx Name: Jamxx X. Xxxxx A. Xxxxxxx Xxxxxxx Title: Vixx Xxxxxxxxx Confirmed Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above mentioned on behalf written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. Incorporated UBS Securities LLC Xxxxx Fargo Securities, LLC By: Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: X.X. Xxxxxx Securities LLC By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. Incorporated By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President By: UBS Securities LLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Citigroup Global Markets Inc. 879,750 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 879,750 X.X. Xxxxxx Securities LLC 879,750 Xxxxxx Xxxxxxx & Co. Incorporated 879,750 UBS Securities LLC 879,750 Xxxxx Fargo Securities, LLC 879,750 Barclays Capital Inc. 562,350 Xxxxxxx Xxxxx & Associates, Inc. 562,350 Xxxxxx Xxxxxx & Company, Inc. 248,400 RBC Capital Markets LLC 248,400 Number of themselves Units: 6,900,000 Firm Units or, if the Underwriters exercise in full their option to purchase additional Units granted in Section 2 hereof, 1,035,000 Units Public offering price for the Units: $64.00 per unit Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Pacific Pipeline System LLC Plains Products Terminals LLC Plains Midstream Canada ULC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC PAA Natural Gas Storage, L.P. PNGS GP LLC PAA Natural Gas Storage, LLC Bluewater Natural Gas Holding, LLC Bluewater Gas Storage, LLC BGS Xxxxxxx Gas Storage LLC PNG Marketing, LLC Pine Prairie Energy Center, LLC PPEC Bondholder, LLC SG Resources Mississippi LLC Plains LPG Services LP Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Pacific Pipeline System LLC Plains Products Terminals LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC PAA Natural Gas Storage, L.P. PNGS GP LLC PAA Natural Gas Storage, LLC Bluewater Natural Gas Holding, LLC Bluewater Gas Storage, LLC BGS Xxxxxxx Gas Storage LLC PNG Marketing, LLC Pine Prairie Energy Center, LLC PPEC Bondholder, LLC SG Resources Mississippi LLC Plains LPG Services LP Plains Midstream Canada ULC Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Midstream Canada ULC British Columbia, Xxxxxxxx, Xxxxxx, Xxx Xxxxxxxxx, Xxxx Xxxxxx, Xxxxxxx and Saskatchewan Pacific Pipeline System LLC California Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah PAA Natural Gas Storage, L.P. Texas PNGS GP LLC Louisiana, Michigan, Texas PAA Natural Gas Storage, LLC Louisiana, Michigan Bluewater Natural Gas Holding, LLC Michigan Bluewater Gas Storage, LLC Michigan BGS Xxxxxxx Gas Storage LLC Michigan PNG Marketing, LLC None Pine Prairie Energy Center, LLC Louisiana PPEC Bondholder, LLC Louisiana SG Resources Mississippi LLC Mississippi Plains LPG Services LP California, Illinois, Oklahoma, Texas Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. Incorporated UBS Securities LLC Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. Incorporated, UBS Securities LLC and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other several Managers named underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in Schedule I heretothe Underwriting Agreement) in connection with sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998, 2005 or PPX Successor Long-Term Incentive Plans, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without the prior written consent of Citigroup Global Markets Inc. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY INC. By: /s/ Michael E. Anderson Yours very truly, Name: Xxxxxxx X. Xnderson Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.Address:
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Plains Parties and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION PLAINS ALL AMERICAN PIPELINE, L.P. By: PLAINS AAP, L.P. its General Partner By: PLAINS ALL AMERICAN GP LLC its General Partner /s/ James R. Brown Xxxxxxx X. Xxxxxx By: _________________________________________ Name: Jamxx Xxxxxxx X. Xxxxx Xxxxxx Title: Vixx Xxxxxxxxx Executive Vice President and Chief Financial Officer PLAINS AAP, L.P. By: PLAINS ALL AMERICAN GP LLC its General Partner /s/ Xxxxxxx X. Xxxxxx By: _________________________________________ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS ALL AMERICAN GP LLC /s/ Xxxxxxx X. Xxxxxx By: _________________________________________ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS MARKETING, L.P. By: PLAINS MARKETING GP INC. its General Partner /s/ Xxxxxxx X. Xxxxxx By: _________________________________________ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer 39 ALL AMERICAN PIPELINE, L.P. By: PLAINS MARKETING GP INC. its General Partner /s/ Xxxxxxx X. Xxxxxx By: _________________________________________ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS MARKETING GP INC. /s/ Xxxxxxx X. Xxxxxx By: _________________________________________ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Confirmed as of the date first above mentioned written on behalf of themselves and the other several Managers Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers Xxxxxxx, Xxxxx & Co. X.X. Xxxxxxx & Sons, Inc. /s/ Xxxxxxx, Sachs & Co. By: SMITH BARNEY INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Xnderson Title: _________________________________________ Xxxxxxx, Xxxxx & Co. SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx CommunicatxxxxPlains All American Pipeline, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.L.P.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Trust, the Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Trust and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION ECA MARCELLUS TRUST I By: /s/ James R. Brown NameThe Bank of New York Mellon Trust Company, N.A., as Trustee By: Jamxx Xxxxxxx X. Xxxxx Xxxxxx Title: Vixx Xxxxxxxxx Confirmed ENERGY CORPORATION OF AMERICA Xxxx Xxxx President and Chief Executive Officer CONFIRMED as of the date first above mentioned mentioned, on behalf of themselves the Representatives and the other several Managers Underwriters named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY XXXXXXX XXXXX & ASSOCIATES, INC. By: /s/ Michael E. Anderson Name: Authorized Representative CITIGROUP GLOBAL MARKETS INC. By: Name: Authorized Representative Xxxxxxx Xxxxx & Associates, Inc. Citigroup Global Markets Inc. Xxxxxxxxxxx & Co. Inc. RBC Capital Markets Corporation Xxxxxx X. Xnderson TitleXxxxx & Co. Total 8,802,500 None. Public offering price: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager $[____] per Common Unit Number of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Units: 8,802,500 W. Xxxxxx Xxxxxxxx, III Xxxxx Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxx Xxxxxxx Xxxxx X. Rigas Xxxxx Xxxxxx Xxx X.X. Xxxxxx Xxxx X. Xxxxxx Xxxxx Xxxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx CommunicatxxxxJ. Xxxxxxx Xxxxxx Xxxx Xxx Xxxxxx X. Xxxxxxx Xxx Xxxxxx Xxxxx Xxxxx Xxxx Xxxxxx X.X. XxXxxxxxxx III Xxxxx XxXxxxx Xxxx Xxxx Xxxxx X. Xxxx Xxxx X. Xxxx Xxxxxx X. Xxxxxxx, X.X.X. Hixxxxxx Xxxxxxxed CommunicationsXx. Xxxxxx X’Xxxxxx Xxx X. Xxxxx Xxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxx X. Xxxxxx Xxx Xxxxxxx
1. Assuming no purchase by the Underwriters of the Additional Units on the Closing Date and the due authorization, L.L.C. Syracuse Hilton Head Holdingsexecution and delivery of this Agreement and the Operative Agreements by the parties thereto, L.P. Doris Holdingsat the Closing Date, L.P. Eleni Acquisitionafter giving effect to the Transactions, Inc.the Company will own 3,926,683 Common Units, 4,401,250 Subordinated Units and the right to receive Incentive Distributions, free and clear of all Liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Company as a debtor is on file in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware Statutory Trust Act.
2. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Trust Units or other securities of the Trust.
3. Assuming the due authorization, execution and delivery thereof by the parties thereto, each of the Administrative Services Agreement, the Floor Price Contracts, the Swap Agreement and the Registration Rights Agreement constitutes a valid and legally binding agreement of the Company, the ECA Subsidiary and the Trust that are parties thereto, enforceable against each of them in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
4. None of (i) the offering, issuance or sale by the Trust of the Units or the application of the proceeds from the sale of the Units as described under “Use of Proceeds” in the Time of Sale Information and the Prospectus, (ii) the execution, delivery and performance of this Agreement or the Operative Agreements by the Trust, the Company, the ECA Subsidiary and the Private Investors that are parties hereto or thereto, as the case may be, or (iii) the consummation of the transactions (including the Transactions) contemplated by this Agreement or the Operative Agreements, violates or will violate federal law; provided, however, that with respect to the foregoing, such counsel need express no opinion with respect to federal securities laws or other anti-fraud laws.
5. No permit, consent, approval, authorization, order, registration, filing or qualification (“consent”) of or with any court, governmental agency or body under federal law is required in connection with (i) the offering, issuance or sale by the Trust of the Units or the application of the proceeds from the sale of the Units as described under “Use of Proceeds” in the Time of Sale Information and the Prospectus, (ii) the execution, delivery and performance of this Agreement or the Operative Agreements by the Trust, the Company, the ECA Subsidiary and the Private Investors that are parties hereto or thereto, as the case may be, or (iii) the consummation of the transactions (including the Transactions) contemplated by this Agreement or the Operative Agreements except (A) for registration of the Units under the Act and consents required under the Exchange Act, and applicable state securities or “Blue Sky” laws in connection with the purchase and distribution of the Units by the Underwriters and (B) for such consents that have been, or prior to the Closing Date will be, obtained or made.
6. The statements set forth in the Registration Statement, the Time of Sale Information and the Prospectus under the captions “The trust,” “Target distributions and subordinated and incentive thresholds,” “Description of the trust agreement,” “Description of the trust units,” and “ERISA considerations” and “The underlying properties—Regulation,” insofar as they purport to constitute summaries of provisions of federal statutes, rules or regulations, of statutes, rules or regulations of the State of Delaware or of any specific agreement or instrument, constitute complete and accurate summaries thereof in all material respects; and the descriptions of the Trust Units contained in the Registration Statement, the Time of Sale Information and the Prospectus under the captions “Summary,” “The trust,” “Target distributions and subordination and incentive thresholds,” “The underlying properties,” “Description of the royalty interest,” “Description of the trust agreement,” and “Description of the trust units” constitute accurate summaries of the terms of the Trust Units in all material respects.
7. The opinion letter of Xxxxxx & Xxxxxx L.L.P. that is filed as Exhibit 8.1 to the Registration Statement is confirmed, and the Underwriters may rely upon such opinion letter as if it were addressed to them.
8. To the knowledge of such counsel, there are no (i) legal or governmental proceedings pending or threatened to which the Company, any of its subsidiaries or the Trust is a party or to which any of their respective properties is subject that are required to be described in the Registration Statement, the Time of Sale Information or the Prospectus but are not so described as required by the Act or (ii) agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement, the Time of Sale Information and the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required by the Act.
9. The Registration Statement was declared effective under the Act as of the date and time specified in such opinion; to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Commission; and any required filing of the Prospectus pursuant to Rule 424(b) under the Act has been made in the manner and within the time period required by such Rule.
10. The Registration Statement, on the latest effective date and on the Closing Date and Additional Closing, and the Prospectus, when filed with the Commission pursuant to Rule 424(b) and on the Closing Date and the Additional Closing Date, appeared, on their face, appropriately responsive, in all material respects, to the requirements of the Act and the rules and regulations thereunder, except that in each case such counsel need express no opinion with respect to the financial statements and the notes and schedules thereto and the independent public accounting firm’s report thereon, the oil and gas reserve data, or other financial data, accounting data and statistical data derived from financial data contained in or omitted from the Registration Statement, the Time of Sale Information or the Prospectus.
11. Neither the Company, its subsidiaries nor the Trust is, or after giving effect to the offering and sale of the Units and the application of net proceeds from such sale as described in the Registration Statement, the Time of Sale Information and the Prospectus under the caption “Use of Proceeds,” will be an “investment company” within the meaning of the Investment Company Act of 1940, as amended. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company, the independent registered public accounting firm of the Company and representatives of the Underwriters, at which the contents of the Registration Statement, the Time of Sale Information and the Prospectus and related matters were discussed, and although such counsel has not independently verified, is not passing upon, and is not assuming any responsibility for the accuracy, completeness or fairness of the statements contained in, the Registration Statement, the Time of Sale Information and the Prospectus (except to the extent specified in the foregoing opinions), based on the foregoing, no facts have come to such counsel’s attention that lead such counsel to believe that:
(A) the Registration Statement, at the time it was declared effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(B) the Time of Sale Information, as of the Time of Sale, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or
(C) the Prospectus, as of its date and as of the Closing Date or the Additional Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel expresses no statement or belief with respect to (a) the financial statements and related schedules, including the notes thereto and the independent public accounting firm’s report thereon, (b) the oil and gas reserve data, or (c) other financial data, accounting data and statistical data derived from financial data contained therein or omitted therefrom. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and other employees of the Company and the ECA Subsidiary and of the Trustee and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iii) state that their opinion is limited to federal laws, the Delaware General Corporation Law and the laws of the State of New York, (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or state or local tax statutes to which the Company or the Trust may be subject, and (vi) with respect to the existence of any Lien for which a financing statement under the Uniform Commercial Code of any state is on file, such counsel’s opinion is based solely upon such counsel’s review of a specific search of such state’s Secretary of State (each of which shall be as of a date not more than 10 days prior to the Closing Date or the Additional Closing Date and shall be provided to counsel to the Underwriters).
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Partnership, the Selling Unitholder and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION PLAINS ALL AMERICAN PIPELINE, L.P. By: PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ James R. Brown A. Xxxxxxx Xxxxxxx Name: Jamxx X. Xxxxx A. Xxxxxxx Xxxxxxx Title: Vixx Xxxxxxxxx Confirmed Vice President By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first above mentioned on behalf written. Citigroup Global Markets Inc. Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC UBS Securities LLC For themselves and as Representatives of themselves the several Underwriters By: Citigroup Global Markets Inc. By: Barclays Capital Inc. By: /s/ Xxxx Xxxxxxxxxxxx By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxx Title: Director Title: Managing Director By: X.X. Xxxxxx Securities LLC By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx Xxxxx Name: Xxxxxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director Title: By: UBS Securities LLC By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Executive Director By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Associate Director Underwriter to be Purchased Citigroup Global Markets Inc. 1,650,000 Barclays Capital Inc. 1,200,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,012,500 X.X. Xxxxxx Securities LLC 1,200,000 UBS Securities LLC 1,200,000 Xxxxxxx Xxxxx & Associates, Inc. 487,500 RBC Capital Markets LLC 187,500 Xxxxxxx Xxxxxx Xxxxxx Inc. 187,500 Tudor, Pickering, Xxxx & Co. Securities, Inc. 187,500 BMO Capital Markets Corp. 140,625 Xxxxxx Xxxxxxxxxx Xxxxx LLC 46,875 Total 7,500,000 Number of Units: 7,500,000 Firm Units or, if the Underwriters exercise in full their option to purchase additional Units granted in Section 3 hereof, 8,625,000 Units Public offering price for the Units: $61.10 per unit Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains Midstream Canada ULC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Plains Products Terminals LLC California Plains Midstream Canada ULC British Columbia, Xxxxxxxx, Xxxxxx, Xxx Xxxxxxxxx, Xxxx Xxxxxx, Xxxxxxx and Saskatchewan Pacific Pipeline System LLC California Plains West Coast Terminals LLC California Rocky Mountain Pipeline System LLC Utah Pine Prairie Energy Center, LLC Louisiana SG Resources Mississippi LLC Mississippi Plains LPG Services LP California, Illinois, Oklahoma, Texas EXHIBIT B August 11, 2011 Citigroup Global Markets Inc. Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC UBS Securities LLC As Representatives of the several Underwriters c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Vulcan Energy Corporation, a Delaware corporation, Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), Citigroup Global Markets Inc., Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC and UBS Securities LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other several Managers named underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in Schedule I heretothe Underwriting Agreement) in connection with sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998, 2005 or PPX Successor Long-Term Incentive Plans, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without the prior written consent of Citigroup Global Markets Inc. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY INC. By: /s/ Michael E. Anderson Yours very truly, Name: Xxxxxxx X. Xnderson Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number Address: The undersigned, in his capacity as the Chief Financial Officer of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 PAA GP LLC, a Delaware limited liability company and the general partner of Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), does hereby certify that he is familiar with the accounting, operations and record systems of the Partnership and that, to his knowledge after reasonable investigation, there has not been any material adverse change in the financial position, results of operations, cash flows or working capital of the Partnership since June 30, 2011. In addition as of the date of this certificate, the total debt of the Partnership is approximately $5.4 billion. Capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement dated as of the date hereof by and among the Partnership, Vulcan Energy Corporation and Citigroup Global Markets Inc., Barclays Capital Inc., Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxxand UBS Securities LLC as the representatives of the Underwriters. This certificate is to assist the Underwriters in conducting and documenting their investigation of the affairs of the Partnership in connection with the offering of the Units covered by the Registration Statement, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.the Pricing Disclosure Package and the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Partnership, the Selling Unitholder and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION By: PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ James R. Brown A. Pxxxxxx Xxxxxxx Name: Jamxx X. Xxxxx A. Pxxxxxx Xxxxxxx Title: Vixx Xxxxxxxxx Confirmed Vice President By: /s/ Pxxx Xxxxxxx Name: Pxxx Xxxxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first above mentioned on behalf written. Barclays Capital Inc. Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated J.X. Xxxxxx Securities LLC UBS Securities LLC For themselves and as Representatives of themselves the several Underwriters By: Citigroup Global Markets Inc. By: /s/ Axxx Xxxxxxxxxxxx Name: Axxx Xxxxxxxxxxxx Title: President By: Barclays Capital Inc. By: /s/ Mxxx Xxxxxxx Name: Mxxx Xxxxxxx Title: Managing Director By: J.X. Xxxxxx Securities LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director By: Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated By: /s/ Mxxx Xxxxx Name: Mxxx Xxxxx Title: By: UBS Securities LLC By: /s/ Mxxxxxx Xxxxxxxxxx Name: Mxxxxxx Xxxxxxxxxx Title: Executive Director By: /s/ Bxxxx Xxxx Name: Bxxxx Xxxx Title: Associate Director Citigroup Global Markets Inc. 1,650,000 Barclays Capital Inc. 1,200,000 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 1,012,500 J.X. Xxxxxx Securities LLC 1,200,000 UBS Securities LLC 1,200,000 Rxxxxxx Jxxxx & Associates, Inc. 487,500 RBC Capital Markets LLC 187,500 Sxxxxxx Mxxxxx Xxxxxx Inc. 187,500 Tudor, Pickering, Hxxx & Co. Securities, Inc. 187,500 BMO Capital Markets Corp. 140,625 Jxxxxx Mxxxxxxxxx Xxxxx LLC 46,875 Total 7,500,000 Number of Units: 7,500,000 Firm Units or, if the Underwriters exercise in full their option to purchase additional Units granted in Section 3 hereof, 8,625,000 Units Public offering price for the Units: $61.10 per unit Plains Midstream Canada ULC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Plains All American Pipeline, L.P. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Plains Products Terminals LLC California Plains Midstream Canada ULC British Columbia, Mxxxxxxx, Xxxxxx, Xxx Xxxxxxxxx, Xxxx Xxxxxx, Xxxxxxx and Saskatchewan Pacific Pipeline System LLC California Plains West Coast Terminals LLC California Rocky Mountain Pipeline System LLC Utah Pine Prairie Energy Center, LLC Louisiana SG Resources Mississippi LLC Mississippi Plains LPG Services LP California, Illinois, Oklahoma, Texas Barclays Capital Inc. Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated J.X. Xxxxxx Securities LLC UBS Securities LLC As Representatives of the several Underwriters c/o Citigroup Global Markets Inc. 300 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Vulcan Energy Corporation, a Delaware corporation, Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), Citigroup Global Markets Inc., Barclays Capital Inc., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, J.X. Xxxxxx Securities LLC and UBS Securities LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other several Managers named underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in Schedule I heretothe Underwriting Agreement) in connection with sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998, 2005 or PPX Successor Long-Term Incentive Plans, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, [for Rxxxxx X. Xxxxxxx’x lock-up letter only: other than Kxxxx Xxxxxxxx Capital Income Partners (Q.P.), L.P., Kxxxx Xxxxxxxx Non-Traditional Investments, L.P., Kxxxx Xxxxxxxx Income Partners, L.P., Kxxxx Xxxxxxxx Midstream Institutional Fund, L.P., Kxxxx Xxxxxxxx MLP Fund, L.P., Kxxxx Xxxxxxxx Real Assets Fund, L.P., Kxxxx Xxxxxxxx Energy Total Return Fund, Kxxxx Xxxxxxxx MLP Investment Company, Energy Infrastructure Fund, L.P., CX Xxxxxxxxx Inc. (separate account), Cornell University (separate account), Kxxxx Xxxxxxxx Energy Development Company, Kxxxx Xxxxxxxx Midstream/Energy Fund Inc., First Energy Corporation (four separate accounts) and Kayne Midstream Specialty Fund, L.P.] directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without the prior written consent of Citigroup Global Markets Inc. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY INC. By: /s/ Michael E. Anderson Yours very truly, Name: Xxxxxxx X. Xnderson Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number Address: The undersigned, in his capacity as the Chief Financial Officer of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery PAA GP LLC, a Delaware limited liability company and the general partner of Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), does hereby certify that he is familiar with the accounting, operations and record systems of the Partnership and that, to his knowledge after reasonable investigation, there has not been any material adverse change in the financial position, results of operations, cash flows or working capital of the Partnership since June 30, 2011. In addition as of the date of this certificate, the total debt of the Partnership is approximately $5.4 billion. Capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement dated as of the date hereof by and among the Partnership, Vulcan Energy Corporation and Citigroup Global Markets Inc., Barclays Capital Inc., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, J.X. Xxxxxx Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxxand UBS Securities LLC as the representatives of the Underwriters. This certificate is to assist the Underwriters in conducting and documenting their investigation of the affairs of the Partnership in connection with the offering of the Units covered by the Registration Statement, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.the Pricing Disclosure Package and the Prospectus.
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Fund, the Adviser, the Sub-Adviser and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION XXXXXXXXX XXXXXX REALTY INCOME FUND INC. By: /s/ James R. Brown Name: Jamxx X. Xxxxx :_____________ Title: Vixx Xxxxxxxxx XXXXXXXXX XXXXXX MANAGEMENT INC. By:_____________ Title: XXXXXXXXX XXXXXX, LLC By:_____________ Title: Confirmed as of the date first above mentioned written on behalf of themselves and the other several Managers Under- writers named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) AS REPRESENTATIVE OF THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY SEVERAL UNDERWRITERS
X. X. XXXXXXX & SONS, INC. By: /s/ Michael E. Anderson Name: Xxxxxxx X. Xnderson _________________________________ Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Underwriter Number of shares ----------- ---------------- X.X. Xxxxxxx & Sons, Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx X. Xxxxx & Co. Incorporated BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, Inc. Xxxxxx, Xxxxx Xxxxx, Incorporated J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxx Xxxxx Xxxx Xxxxxx, Incorporated McDonald Investments Inc., a KeyCorp Company Xxxxxxx Xxxxx & Associates, Inc. RBC Xxxx Xxxxxxxx Incorporated Xxxxxx, Xxxxxxxx & Company, Incorporated U.S. Bancorp Xxxxx Xxxxxxx Inc. Total ===== EXHIBIT A FORM OF XXXXXXXXXXX & XXXXXXXX OPINION
1. The Fund is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and is qualified to do business as a foreign corporation in the State of New York, which such counsel has been advised by an officer of the Fund is the only state in which the Fund maintains an office for the conduct of its business.
2. The Fund has the corporate power and authority to: (i) own its properties and conduct its business as described in the Registration Statement and the Prospectus; and (ii) execute, deliver, and perform its obligations under the Underwriting Agreement and the Fund Agreements.
3. To such counsel's knowledge, the Fund does not have any subsidiaries.
4. The common shares of the Fund, par value $.0001 per share (the "Common Shares"), conform in all material respects as to all statements as to legal matters relating thereto contained in the Prospectus. No person is entitled to any preemptive or other similar rights with respect to the Common Shares.
5. The number of authorized Common Shares is as set forth in the Prospectus under the caption "Description of Shares -- Common Shares." All Common Shares that to such counsel's knowledge have been issued and are outstanding prior to the issuance of the Firm Shares:
(i) have been duly authorized, validly issued and are fully paid and non-assessable; and (ii) have been offered and sold by the Fund in compliance with applicable law.
6. The Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston have been duly authorized for issuance and sale to the Underwriters pursuant to the Underwriting Agreement and, when issued and delivered by the Fund pursuant to the Underwriting Agreement against payment of the consideration set forth in the Underwriting 56 Agreement, will be validly issued and fully paid and non-assessable.
7. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective under the 1933 Act, any required filing of the Prospectus pursuant to Rule 497(c) or Rule 497(h) has been made in the manner and within the time period required by Rule 497, and to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement or of any Rule 462(b) Registration Statement has been issued, or proceedings therefor threatened by the Commission, under the 1933 Act.
8. The Fund is duly registered with the Commission under the 1940 Act as a closed-end diversified management investment company.
9. Other than with respect to financial statements and related notes and schedules and any other financial, accounting and statistical information that is included or incorporated by reference in, or omitted from, the following documents, as to which such counsel need express no opinion: (Europei) Limited 82,000 Lehman Brothers International the Registration Statement, including any Rule 462(b) Registration Statement and any Rule 430A Information, the Prospectus and any amendment or supplement thereto through the date hereof complied as to form in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations thereunder; and (Europeii) 82,000 Xxe Torontothe Fund's notification of registration on Form N-8A complied as to form in all material respects with the requirements of the 1940 Act and the Rules and Regulations thereunder.
10. Insofar as the statements in the Prospectus under the captions "Description of Shares - Common Shares," "Tax Matters - General; Taxation of the Fund" and "Tax Matters - Taxation of the Fund's Shareholders" and in the Registration Statement under Item 29 (Indemnification) constitute summaries of legal matters, provisions of the Fund's articles of incorporation or by-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxxlaws or legal proceedings or legal conclusions referred to therein, X.X.X. Hixxxxxx Xxxxxxxed Communicationsthose statements fairly present the information called for with respect to 57 those legal matters, L.L.C. Syracuse Hilton Head Holdingsdocuments, L.P. Doris Holdingsproceedings or conclusions.
11. To such counsel's knowledge, L.P. Eleni Acquisitionthere is no action, Inc.suit, proceeding, inquiry or investigation by or before any court or governmental agency that is pending against the Fund or to which any of its properties are subject or that is threatened against the Fund, which may reasonably be expected to result in a Material Adverse Effect or to materially and adversely affect the properties or assets of the Fund, the consummation by the Fund of the transactions contemplated in the Underwriting Agreement or the performance by the Fund of its obligations thereunder.
12. The terms of the Underwriting Agreement and each of the Fund Agreements do not violate in any material respect any applicable provision of 1940 Act, the Rules and Regulations thereunder, the Advisers Act or the Advisers Act Rules and Regulations.
13. Neither the execution and delivery by the Fund of, and the performance by the Fund of its obligations under, the Underwriting Agreement or the Fund Agreements, nor the issuance and sale of the Shares to the Underwriters and the use by the Fund of the proceeds thereof as provided by the Underwriting Agreement and as described in the Prospectus under the caption "Use of Proceeds": (i) violate the Fund's articles of incorporation or bylaws; (ii) violate, breach or constitute a default or event of default under the terms of any agreement or instrument that is filed as an exhibit to the Registration Statement and to which the Fund is a party or by which its property may be bound, except for violations, breaches or defaults that would not have a Material Adverse Effect; (iii) violate the laws of the United States, the States of Maryland and New York and The Commonwealth of Massachusetts that are, in such counsel's experience, applicable to the transactions of the types covered by the Underwriting Agreement and the Fund Agreements (the "Covered Laws"); (iv) violates the terms of any order of any court, governmental instrumentality, securities exchange or association or arbitrator specifically naming the Fund and known to such counsel or
Appears in 1 contract
Samples: Underwriting Agreement (Neuberger Berman Realty Income Fund Inc)
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the laws of the State of New York applicable to contracts agreements made and to be performed within the State of New Yorkentirely in said State. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. If signed in counterparts, No amendment of any provision of this Agreement shall not become be effective unless at least one counterpart hereof shall have been executed it is in writing and delivered on behalf of each party signed by the parties hereto. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the agreement between the Company Company, Wachovia and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. By: /s/ James R. Brown XXXXXXX X. XXXXXX Name: Jamxx Xxxxxxx X. Xxxxx Xxxxxx Title: Vixx Xxxxxxxxx Confirmed Managing Director WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ XXXXXXX X. XXXXXXXX Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first above mentioned on behalf of themselves and the other several Managers named in Schedule I heretowritten. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX WACHOVIA CAPITAL MARKETS, LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY /s/ XxXXXXXXX X. XXXXXXX Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President COUNTRYWIDE SECURITIES CORPORATION By: /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Executive Vice President CITIGROUP GLOBAL MARKETS INC. By: /s/ Michael E. Anderson Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director ABN AMRO INCORPORATED By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: VP and Associate General Counsel CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx X. Xnderson Xxxxxxx Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number Managing Director XXXXXXX, XXXXX & CO. By: /s/ XXXXXXX, XXXXX & Co. Name: Title: WBCMT 2005-C17 Class A-1 Yield Table 100-03 4.3323 100-04 4.3194 100-05 4.3066 100-06 4.2937 100-07 4.2809 100-08 4.2681 100-09 4.2553 100-10 4.2424 100-11 4.2296 100-12 4.2168 100-13 4.2040 WAL 2.65001 Mod Dum 2.422 Payment Window Apr05-Oct09 CMT_3MO 3.663 CMT_6MO 3.663 CMT_2YR 3.663 CMT_3YR 3.852 CMT_5YR 4.119 CMT_10YR 4.462 CMT_30YR 4.753 Prepay 0 CPY Default 0 CDR Loss Severity 0% Servicer Advances 100% Liquidation Lag 0 Optional Redemption Call(N) Swap Curve Mat 2YR 3YR 4YR 5YR 6YR 7YR 8YR 9YR 10YR Yld .4175 .4410 .4490 .4275 .45 .4575 .4606 .4513 .4410 Investors should read the Underwriters’ Statement which accompanies these Computational Materials. Prospective investors are advised to carefully read, and should rely solely on, the final prospectus and prospectus supplement (collectively, the “Final Prospectus”) relating to the certificates referred to herein (the “Offered Certificates”) in making their investment decision. These Computational Materials have been based upon the assumptions described above, which most likely will not represent the actual experience of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery the Mortgage Pool in the future. No representation is made herein as to the actual rate or timing of principal payments or prepayments on any of the underlying Mortgage Loans in the Mortgage Pool or the actual performance characteristics of the Offered Certificates. Prior to making any investment decision, a prospective investor should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED CERTIFICATES. [Form 8-K filed by the Registrant on March 8, 2005, relating to a structural and collateral term sheet is hereby incorporated by reference.] [Form 8-K filed by the Registrant on March 18, 2005, relating to a structural and collateral term sheet is hereby incorporated by reference.] As used in this Schedule I, the term “Registration Statement” refers to registration statement No. 333-120922 filed by the Company on Form S-3 and declared effective on December 1, 2004. The term “Base Prospectus” refers to the form of prospectus in the Registration Statement or such later form as most recently filed by the Company pursuant to Rule 424(b) under the Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston Act of 1933, as amended. The term “Prospectus Supplement” refers to the supplement dated March 18, 2005, to the Base Prospectus, relating to the mortgage pass through certificates being sold pursuant to the Underwriting Agreement (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.the “Underwritten Certificates”).
Appears in 1 contract
Samples: Underwriting Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between the Company Company, the Selling Stockholders and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION SINCLAIR BROADCAST GROUP, INC. By: /s/ James R. Brown David X. Xxx ------------------------------------ Name: Jamxx X. Xxxxx David B. Amy Title: Vixx Xxxxxxxxx Chief Financial Officxx BANCBOSTON INVESTMENTS, INC. By: /s/ Lars A. Swanson ------------------------------------ Name: Lars A. Swanson Title: Vice President PYRAMID VENTURES, INC. By: /s/ Brian Talbot ------------------------------------ Name: Brian Talbot Title: Managing Director BOSTON VENTURES LIMITED PARTNERSHIP IV By: /s/ Boston Ventures Company Limited Partnership IV ----------------------------------------------------, its General Partner By: /s/ Roy T. Coppedge ------------------------------------ Name: Title: BOSTON VENTURES LIMITED PARTNERSHIP IVA By: /s/ Boston Ventures Company Limited Partnership IV ----------------------------------------------------, its General Partner By: /s/ Roy T. Coppedge ------------------------------------ Name: Title: MARCUS, MR. LARRY D. By: /s/ Larry D. Marcus ------------------------------------ Name: Title: 44 MARCUS INVESTMENTS, L.P. By: /s/ Larry D. Marcus ------------------------------------, its General Partner By: ------------------------------------ Name: Title: Confirmed as of the date first above mentioned on behalf of themselves and the other several Managers Underwriters named in Schedule I II hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for ., as Representatives of the Several Managers Byseveral Underwriters Xx: SMITH BARNEY XXXXX XARNEY INC. By: /s/ Michael E. Anderson Levy -------------------------------------- Name: Xxxxxxx X. Xnderson Micxxxx Xxxx Title: Associate SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx CommunicatxxxxSINCLAIR BROADCAST GROUP, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.INC.
Appears in 1 contract
Samples: Underwriting Agreement (Sinclair Broadcast Group Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Partnership, the Trust and the several ManagersPlacement Agent. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION EQUITY INNS, INC. By: /s/ James R. Brown J. Mitchell Collins ------------------------------------ Name: Jamxx X. Xxxxx J. Mitchell Collins Title: Vixx Xxxxxxxxx Executxxx Xxxx Xxxxxxxnt, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ------------------------------------ Name: J. Mitchell Collins Title: Executxxx Xxxx Xxxxxxxnt, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ------------------------------------ Name: J. Mitchell Collins Title: Executxxx Xxxx Xxxxxxxnt, Chief Financial Officer, Secretary, and Treasurer Confirmed as of the date first above mentioned on behalf of themselves and the other several Managers named in Schedule I hereto. SMITH BARNEY INC. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY mentioned.
A. G. EDWARDS & SONS, INC. By: /s/ Michael E. Anderson Douglas D. Rubenstein ------------------------------------ Name: Xxxxxxx Dxxxxxx X. Xnderson Xxxxxxxxxx Title: Managing Director SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney A DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION OR NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ---------------- -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europethe "REIT") Limited 82,000 Lehman Brothers International Equity Inns Partnership, L.P. (Europethe "Partnership") 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx, X.X.X. Hixxxxxx Xxxxxxxed CommunicationsTennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners ENN Services Corporation Tennessee 100% owned by the REIT Equity Inns Services, L.L.C. Syracuse Hilton Head (f/k/a Equity Inns, Inc.) Tennessee 99.5% owned by the REIT; 0.5% owned by ENN Services ("Services") Corporation Equity Inns TRS Holdings, L.P. Doris Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership II, L.P. Eleni AcquisitionTennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximately 1% GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership EQI/WV Financing Partnership, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership EQI Financing Corporation III Tennessee 100% owned by the Trust EQI Financing Partnership III, L.P. Tennessee 1% GP interest held by EQI Financing Corporation III; 99% LP interest held by the Partnership EQI Financing Corporation IV Tennessee 100% owned by the Trust EQI Financing Partnership IV, L.P. Tennessee 1% GP interest held by EQI Financing Corporation IV; 99% LP interest held by the Partnership EQI Financing Corporation V Tennessee 100% owned by the Trust EQI Financing Partnership V, L.P. Tennessee 1% GP interest held by EQI Financing Corporation V; 99% LP interest held by the Partnership EQI Financing Corporation VI Tennessee 100% owned by the Trust EQI Jacksonville Partnership I, L.P. Tennessee 1% GP interest held by EQI Financing Corporation VI; 99% LP interest held by the Partnership EQI Asheville Partnership I, L.P. Tennessee 1% GP interest held by EQI Financing Corporation VI; 99% LP interest held by the Partnership EQI Louisville Partnership I, L.P. Tennessee 1% GP interest held by EQI Financing Corporation VI; 99% LP interest held by the Partnership EQI Dalton Partnership, L.P. Tennessee 0% XX interest held by EQI Financing Corporation VI; 99% LP interest held by the Partnership EQI/WV Financing Corporation Tennessee 100% owned by the Trust EQI/WV Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI/WV Financing Corporation; 99% LP interest held by the Partnership E. Inns Orlando, Inc. Tennessee 100% owned by Services E.I.P. Orlando, L.P. Tennessee 1% GP interest held by E. Inns Orlando, Inc.; 99% LP interest held by the Partnership ENN Leasing Company, Inc. Tennessee 100% owned by TRS Holdings Equity Inns Statutory Trust I Delaware Partnership owns 100% common securities (100% preferred securities held by Third Party Trust Preferred Securities Holders) ENN Leasing Company I, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company II, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company III, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company IV, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company V, L.L.C. Delaware 100% owned by TRS Holdings ENN KS, Inc. Kansas 100% owned by TRS Holdings ENN TRS, Inc. Tennessee 100% owned by TRS Holdings ENN TN, L.L.C. Tennessee 99% owned by TRS Holdings; 1% owned by ENN TRS, Inc. ENN TN I, L.L.C. Delaware 99% owned by TRS Holdings; 1% owned by ENN TRS, Inc. ENN TN II, L.L.C. Delaware 99% owned by TRS Holdings; 1% owned by ENN TRS, Inc. ENN TN IV, L.L.C. Delaware 99% owned by TRS Holdings; 1% owned by ENN TRS, Inc. ENN TN V, L.L.C. Delaware 99% owned by TRS Holdings; 1% owned by ENN TRS, Inc. EQI FL Corporation ("EQI FL") Tennessee 100% owned by the Trust EQI Tallahassee, L.P. Tennessee 1% GP interest held by EQI FL; 99% LP interest held by the Partnership EQI Kentucky Corporation ("EQI Ky") Tennessee 100% owned by the Trust EQI Jacksonville Corporation ("EQI Jax") Tennessee 100% owned by the Trust EQI Carlsbad Corporation ("EQI Carlsbad") Tennessee 100% owned by the Trust EQI Orlando Corporation ("EQI" Orlando") Tennessee 100% owned by the Trust EQI Athens, L.P. Tennessee 1% GP interest held by EQI FL; 99% LP interest held by the Partnership EQI Gainesville, L.P. Tennessee 1% GP interest held by EQI FL; 99% LP interest held by the Partnership ENN Gainesville, L.L.C. Delaware 100% owned by TRS Holdings ENN Tampa, L.L.C. Delaware 100% owned by TRS Holdings ENN Tallahassee, L.L.C. Delaware 100% owned by TRS Holdings ENN Asheville, L.L.C. Delaware 100% owned by TRS Holdings ENN Savannah, L.L.C. Delaware 100% owned by TRS Holdings ENN Athens, L.L.C. Delaware 100% owned by TRS Holdings ENN Mobile, L.L.C. Delaware 100% owned by TRS Holdings ENN Macon, L.L.C. Delaware 100% owned by TRS Holdings ENN Jacksonville, L.L.C. Delaware 100% owned by TRS Holdings ENN Sarasota, L.L.C. Delaware 100% owned by TRS Holdings ENN Sarasota 2, L.L.C. Delaware 100% owned by TRS Holdings ENN Ft. Myers, L.L.C. Delaware 100% xxxed by TRS Holdings ENN Carlsbad, L.L.C. Delaware 100% owned by TRS Holdings ENN Orlando, L.L.C. Delaware 100% owned by TRS Holdings McKibbon Hotel Group of Gainesville, Florida, L.P. Georgia 0% GP interest held by EQI FL; 99% LP interest held by the Partnership McKibbon Hotel Group of Tallahassee, Florida #3, L.P. Georgia 0% GP interest held xx XXX XX; 00% XX xxxxrest held by the Partnership McKibbon Hotel Group of Sabal Park, Florida, L.P. Georgia 0% GP interest held by EQI FL; 99% LP interest held by the Partnership McKibbon Hotel Group of Tallahassee, Florida, L.P. Georgia 0% GP interest held by EQI FL; 99% LP interest held by the Partnership McKibbon Hotel Group of Asheville, North Carolina, L.P. Georgia 0% GP interest held by EQI FL; 99% LP interest held by the Partnership McKibbon Hotel Group of Knoxville, Tennessee #2, L.P. Georgia 0% GP interest held xx XXX XX; 00% XX xxxxrest held by the Partnership McKibbon Hotel Group of Savannah, Georgia, L.P. Georgia 0% GP interest held by EQI FL; 99% LP interest held by the Partnership McKibbon Hotel Group of Chattanooga, Tennessee, L.P. Georgia 0% GP interest held by EQI FL; 99% LP interest held by Partnership McKibbon Hotel Group of Sarasota, Florida #3, L.P. Georgia 0% EQI FL; 99% Partnership McKibbon Hotel Group of Savannah, Georgia #2, L.P. Georgia 0% EQI FL; 99% Partnership EQI San Antonio, L.P. Tennessee 1% EQI FL; 99% Partnership EQI Sarasota, L.P. Tennessee 1% EQI FL; 99% Partnership EQI Sarasota #2, L.P. Tennessee 1% EQI FL; 99% Partnership EQI Ft. Myers, L.P. Tennessee 1% XXX XX; 00% Partnership EQI Franklin, L.P. Tennessee 0% XXX XX; 00% Partnership EQI Bowling Green Partnership, L.P. Tennessee 1% EQI Ky; 99% Partnership EQI Jacksonville Partnership Tennessee 1% EQI Jax; 99% Partnership EQI Carlsbad Partnership Tennessee 1% EQI Carlsbad; 99% Partnership EQI Orlando Partnership, L.P. Tennessee 1% EQI Orlando; 99% Partnership EQI Macon, L.P. Tennessee 1% GP interest held by EQI FL; 99% LP interest held by Partnership EQI Mobile, L.P. Tennessee 1% GP interest held by EQI FL; 99% LP interest held by Partnership ENN Knoxville, L.L.C. Delaware 99% interest held by TRS Holdings; 1% interest held by ENN TRS, Inc. ENN Chattanooga, L.L.C. Delaware 99% interest held by TRS Holdings; 1% interest held by ENN TRS, Inc. ENN Knoxville 2, L.L.C. Delaware 99% interest held by TRS Holdings; 1% interest held by ENN TRS, Inc. SCHEDULE B Intentionally Omitted SCHEDULE C-1 Corporate Opinion Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that:
1. The Company is a Tennessee corporation, duly incorporated and existing under the laws of the State of Tennessee.
2. The Operating Partnership is a Tennessee limited partnership, duly formed and validly existing under the Tennessee Revised Uniform Limited Partnership Act.
3. The Trust has been duly formed and is validly existing and in good standing with the SDAT.
4. Each subsidiary of the Company set forth on Schedule A has been duly formed and is validly existing under the laws of the jurisdiction of its organization with the limited partnership power and authority to own and lease its properties and to conduct its business as described in the Placement Shares Prospectus and the Underwritten Shares Prospectus.
5. Each subsidiary of the Company set forth on Schedule A has been qualified to transact business as a foreign limited partnership in each jurisdiction other than its jurisdiction of organization set forth on Schedule A.
6. The Company has the corporate power, the Trust has the trust power and the Operating Partnership has the limited partnership power to own, lease and operate its properties and conduct its business in all material respects as described in (a) the Company's Underwritten Shares Prospectus Supplement under the caption "Our Company," (b) the Company's Placement Shares Prospectus Supplement under the caption "Our Company" and (c) the Company's Form 10-K under the captions "Item 1. Business" and "Item 2. Properties," and to execute and perform its obligations under the Agreements.
7. The execution and delivery of the Agreements has been duly authorized by all necessary corporate action on the part of the Company, and the Agreements have been duly executed and, so far as is known to us, delivered by the Company.
8. The execution and delivery of the Agreements has been duly authorized by all necessary action on the part of the Trust, and the Agreements have been duly executed and, so far as is known to us, delivered by the Trust.
9. The execution and delivery of the Agreements has been duly authorized by all necessary limited partnership action on the part of the Operating Partnership and the Agreements have been duly executed and, so far as is known to us, delivered by the Operating Partnership.
10. The issuance of the Placement Shares pursuant to the Placement Agreement has been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with the Placement Agreement and upon payment therefor in the manner contemplated by the Placement Agreement, the Placement Shares will be validly issued, fully paid and nonassessable.
11. The issuance of the Underwritten Shares pursuant to the Underwriting Agreement has been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with the Underwriting Agreement and upon payment therefor in the manner contemplated by the Underwriting Agreement, the Underwritten Shares will be validly issued, fully paid and nonassessable.
12. The form of share certificate evidencing the Shares complies with the applicable requirements of the laws of the State of Tennessee, the Charter and Bylaws, and the New York Stock Exchange, Inc.
13. The execution and delivery of the Agreements and the issuance and delivery of the Shares will not violate (A) the Charter or the Bylaws, (B) the Certificate of Limited Partnership or the Limited Partnership Agreement, (C) the Declaration of Trust or the Trust Bylaws or (C) any material contract or agreement filed as an exhibit to the Company's Annual Report on Form 10-K, as amended, for the year ended December 31, 2004; provided however, that we express no opinion (a) as to whether the execution, delivery or performance of any contract, instrument or agreements will constitute a violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of any person or entity or (b) with respect to any matter which requires mathematical calculation or any financial or accounting determination.
14. The Company is not, and after giving effect to the issuance of the Shares and the application of the proceeds thereof as described under the caption "Use of Proceeds" in each of the Underwritten Shares Prospectus and the Placement Shares Prospectus, will not be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act").
15. The Company has authorized capital stock as set forth under the caption "Capitalization" in each of the Underwritten Shares Prospectus and the Placement Shares Prospectus. The statements in each of the Underwritten Shares Prospectus and the Placement Shares Prospectus under the caption "Description of Capital Stock - Preferred Stock" and "Description of Series C Preferred Stock" insofar as such statements purport to summarize legal matters or legal documents, have been reviewed by us and are correct in all material respects as of the date of the Placement Shares Prospectus and the Underwritten Shares Prospectus.
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Partnership and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION PLAINS ALL AMERICAN PIPELINE, L.P. By: PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ James R. Brown A. Xxxxxxx Xxxxxxx Name: Jamxx X. Xxxxx A. Xxxxxxx Xxxxxxx Title: Vixx Xxxxxxxxx Confirmed Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above mentioned on behalf written. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC UBS Securities LLC Xxxxxxx Xxxxx & Associates, Inc. By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: Barclays Capital Inc. By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxx Xxxxxx Name: Xxxxxxxx Xxxx Title: Managing Director Title: Vice President By: Citigroup Global Markets Inc. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx Xxxxx By: /s/ Xxx Xxxxxx-Xxxxx Name: Xxxxxxx Xxxxx Name: Xxx Xxxxxx-Xxxxx Title: Director Title: Managing Director By: UBS Securities LLC By: Xxxxxxx Xxxxx & Associates, Inc. By: /s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director Title: Managing Director By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Associate Director Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,080,000 Citigroup Global Markets Inc. 1,050,000 Barclays Capital Inc. 960,000 X.X. Xxxxxx Securities LLC 924,000 UBS Securities LLC 888,000 Xxxxxxx Xxxxx & Associates, Inc. 384,000 RBC Capital Markets LLC 348,000 Xxxxxx Xxxxxx & Company, Inc. 114,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 114,000 Xxxxxxxxxxx & Co. Inc. 96,000 BMO Capital Markets Corp. 31,500 Xxxxxx Xxxxxxxxxx Xxxxx LLC 10,500 Total 6,000,000 Number of themselves Units: 6,000,000 Firm Units or, if the Underwriters exercise in full their option to purchase additional Units granted in Section 2 hereof, 900,000 Units Public offering price for the Units: $65.03 per unit Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains Midstream Canada ULC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma,Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Plains Products Terminals LLC California Plains Midstream Canada ULC British Columbia, Xxxxxxxx, Xxxxxx, Xxx Xxxxxxxxx, Xxxx Xxxxxx, Xxxxxxx and Saskatchewan Pacific Pipeline System LLC California Plains West Coast Terminals LLC California Rocky Mountain Pipeline System LLC Utah Pine Prairie Energy Center, LLC Louisiana SG Resources Mississippi LLC Mississippi Plains LPG Services LP California, Illinois, Oklahoma, Texas Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC UBS Securities LLC Xxxxxxx Xxxxx & Associates, Inc. As Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, UBS Securities LLC and Xxxxxxx Xxxxx & Associates, Inc. and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other several Managers named underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in Schedule I heretothe Underwriting Agreement) in connection with sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998, 2005 or PPX Successor Long-Term Incentive Plans, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without the prior written consent of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. SMITH BARNEY INCIf for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: SMITH BARNEY INC. By: /s/ Michael E. Anderson Yours very truly, Name: Xxxxxxx X. Xnderson Title: SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number Address: The undersigned, in his capacity as the Chief Financial Officer of Firm Shares ------- --------------------- Smith Barney Inc. 191,000 PAA GP LLC, a Delaware limited liability company and the general partner of Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), does hereby certify that he is familiar with the accounting, operations and record systems of the Partnership and that, to his knowledge after reasonable investigation, there has not been any material adverse change in the financial position, results of operations, cash flows or working capital of the Partnership since September 30, 2011. In addition, as of the date of this certificate, the total debt of the Partnership is approximately $5.0 billion. Capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement dated as of the date hereof by and among the Partnership and Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, UBS Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas and Xxxxxxx Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx& Associates, X.X.X. Hixxxxxx Xxxxxxxed CommunicationsInc. as the representatives of the Underwriters. This certificate is to assist the Underwriters in conducting and documenting their investigation of the affairs of the Partnership in connection with the offering of the Units covered by the Registration Statement, L.L.C. Syracuse Hilton Head Holdings, L.P. Doris Holdings, L.P. Eleni Acquisition, Inc.the Pricing Disclosure Package and the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between among the Company Company, the Partnership, the Trust and the several ManagersUnderwriters. Very truly yours, ADELPHIA COMMUNICATIONS CORPORATION EQUITY INNS, INC. By: /s/ James R. Brown NameJ. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: Jamxx X. Xxxxx Title/s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: Vixx Xxxxxxxxx EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed as of the date first above mentioned on behalf of themselves and the other several Managers named in Schedule I heretomentioned. SMITH BARNEY INCCitigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. GOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers ByXtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: SMITH BARNEY INCXxxxxroup Global Markexx Xxx. By: /s/ Michael E. Anderson NameJeffrey Horowitz ------------------------- Naxx: Xxxxxxx X. Xnderson Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule A-1 to this Agreement. SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of Firm Shares ------- --------------------- Smith Barney A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (Europethe "Trust") Limited 82,000 Lehman Brothers International Maryland 100% owned by Equity Inns, Inc. (Europethe "REIT") 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE II LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx CommunicatxxxxEquity Inns Services, X.X.X. Hixxxxxx Xxxxxxxed Communications, L.L.C. Syracuse Hilton Head Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, L.P. Doris Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. Eleni Acquisition(the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, Inc.L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership
Appears in 1 contract
