Common use of Compliance with USA Patriot Act Clause in Contracts

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter to properly identify their respective clients. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Very truly yours, Builders FirstSource, Inc. By: /s/ Xxxxxx X. XxXxxxxxx Name: Xxxxxx X. XxXxxxxxx Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director SCHEDULE A

Appears in 2 contracts

Samples: Underwriting Agreement (Builders FirstSource, Inc.), Underwriting Agreement (Warburg Pincus Private Equity IX, L.P.)

AutoNDA by SimpleDocs

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter Underwriters to properly identify their respective clients. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. If the foregoing is in accordance with the Underwriters’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the Underwriters in accordance with its terms. Very truly yours, Builders FirstSourceBUILDERS FIRSTSOURCE, Inc. INC. By: /s/ Xxxxxx X. XxXxxxxxx Name: Xxxxxx X. XxXxxxxxx Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director SCHEDULE AA Underwriter Total Number of Securities to be Purchased Credit Suisse Securities (USA) LLC 6,631,633 Deutsche Bank Securities Inc. 6,631,633 Total 13,263,266 SCHEDULE B Other Information Included in the General Disclosure Package The following information is also included in the General Disclosure Package:

Appears in 2 contracts

Samples: Underwriting Agreement (Builders FirstSource, Inc.), Underwriting Agreement (Warburg Pincus Private Equity IX, L.P.)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter Underwriters to properly identify their respective clients. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the Underwriters in accordance with its terms. Very truly yours, Builders FirstSourceBUILDERS FIRSTSOURCE, Inc. INC. By: /s/ Xxxxxx X. XxXxxxxxx Name: Xxxxxx X. XxXxxxxxx Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxxx Xxxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx Xxxx Xxxx Name: Xxxxxxxx Xxxxx Xxxx Xxxx Title: Managing Director SCHEDULE ACITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Managing Director Acting on behalf of themselves and as the Representatives of the several Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Builders FirstSource, Inc.)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter Purchasers are required to obtain, verify and record information that identifies their respective clients, including the CompanyIssuers, the Guarantors and Rexnord Corporation, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter Purchasers to properly identify their respective clients. The Company Each of the Issuers, the Guarantors and Rexnord Corporation and the Representative and each of the Purchasers hereby submits submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company Each of the Issuers, the Guarantors, Rexnord Corporation and the Representative and each of the Purchasers irrevocably and unconditionally waives waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the The City of New York and irrevocably and unconditionally waives waive and agrees agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. If the foregoing is in accordance with the Purchasers’ understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Issuers, the Guarantors, Rexnord Corporation and the several Purchasers in accordance with its terms. Very truly yours, Builders FirstSourceRBS GLOBAL, Inc. INC. By: /s/ Xxxxxxxx X. Xxxxxx X. XxXxxxxxx Name: Xxxxxxxx X. Xxxxxx X. XxXxxxxxx Title: Senior Vice President and President, General Counsel WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member and Secretary REXNORD LLC By: /s/ Xxxxx Xxxx Xxxxxxxx X. Xxxxxx Name: Xxxxx Xxxx Xxxxxxxx X. Xxxxxx Title: Managing Director Vice President, General Counsel and Secretary CAMBRIDGE INTERNATIONAL, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary VAG USA, LLC (f/k/a GA INDUSTRIES, LLC) By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary GA INDUSTRIES HOLDINGS, LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary MERIT GEAR LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary THE XXXX SERVICE CORPORATION By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary PRECISION GEAR LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary PT COMPONENTS, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary RBS ACQUISITION CORPORATION By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary RBS CHINA HOLDINGS, L.L.C. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary REXNORD INDUSTRIES, LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary REXNORD INTERNATIONAL INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary REXNORD-XXXX HOLDINGS, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary OEI, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary OEP, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary KRIKLES, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary ZURCO, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary XXXX INTERNATIONAL, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary XXXX INDUSTRIES, LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary XXXX PEX, INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary WORLD DRYER CORPORATION By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary WORLD DRYER CHINA, LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary AMERICAN DRYER LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary PRAGER INCORPORATED By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary XXXXX ACQUISITION CORP. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary GREEN TURTLE AMERICAS LTD. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary REXNORD CORPORATION By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President, General Counsel and Secretary The foregoing Underwriting Purchase Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK : CREDIT SUISSE SECURITIES INC. (USA) LLC By: /s/ Xxxx Xxxxxxxx Xxxxxx Xxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Title: Director Acting on behalf of themselves and as the Representative of the several Purchasers SCHEDULE AA Manager Principal Amount of Offered Securities Credit Suisse Securities (USA) LLC $ 150,000,000 BMO Capital Markets Corp. 74,828,000 Citigroup Global Markets Inc. 74,828,000 Deutsche Bank Securities Inc. 74,828,000 Barclays Capital Inc. 41,839,000 Xxxxxxx Sachs & Co. LLC 41,839,000 Mizuho Securities USA LLC 41,838,000 Total $ 500,000,000 SCHEDULE B Issuer Free Writing Communications (included in the General Disclosure Package)

Appears in 1 contract

Samples: Purchase Agreement (Rexnord Corp)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter Underwriters are required to obtain, verify and record information that identifies their respective clients, including the CompanyIssuer, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter Underwriters to properly identify their respective clients. The Company hereby submits If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the non-exclusive jurisdiction of enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Federal Issuer, the Guarantors and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forumseveral Underwriters. Very truly yours, Builders FirstSourceMARACAY 91, Inc. L.L.C. MARACAY HOMES, L.L.C. MARACAY BRIDGES, LLC MARACAY VR, LLC XXXXXX HOMES XXXXXX HOMES OF NEVADA THE QUADRANT CORPORATION TRENDMAKER HOMES, INC. WINCHESTER HOMES INC., as Guaranteeing Subsidiaries By: /s/ Xxxxxx Xxxxxxx X. XxXxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx X. XxXxxxxxx Xxxxx Title: Senior Secretary MARACAY THUNDERBIRD, L.L.C., as Guaranteeing Subsidiary By: Maracay Homes, L.L.C., its Manager By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: General Counsel and Secretary TRI POINTE HOMES, INC. TRI POINTE HOLDINGS, INC. TRI POINTE COMMUNITIES, INC., as Guaranteeing Subsidiaries By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IXSecretary TRI POINTE GROUP, L.P. By: Warburg Pincus IX GP L.P.INC., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member as the Issuer By: /s/ Xxxxxxx X. Xxxxx Xxxx Name: Xxxxxxx X. Xxxxx Xxxx Title: Managing Director Vice President, General Counsel and Secretary TRI POINTE CONTRACTORS, LP, as Guaranteeing Subsidiary By: TRI Pointe Communities, Inc., its General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Secretary The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director SCHEDULE A.

Appears in 1 contract

Samples: TRI Pointe Group, Inc.

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriter Underwriters are required to obtain, verify and record information that identifies their respective clients, including the CompanyIssuers, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriter Underwriters to properly identify their respective clients. The Company hereby submits to If the non-exclusive jurisdiction foregoing is in accordance with your understanding, please indicate your acceptance of the Federal and state courts this Agreement by signing in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forumspace provided below. Very truly yours, Builders FirstSourceCHARTER COMMUNICATIONS OPERATING, Inc. LLC, as an Issuer By: /s/ Jxxxxxx X. Xxxxxx X. XxXxxxxxx Name: Jxxxxxx X. Xxxxxx X. XxXxxxxxx Title: Senior Vice President President, Corporate Finance and General Counsel WARBURG PINCUS PRIVATE EQUITY IXDevelopment CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member as an Issuer By: /s/ Xxxxx Xxxx Jxxxxxx X. Xxxxxx Name: Xxxxx Xxxx Jxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Finance and Development CCO HOLDINGS, LLC, as a Guarantor By: /s/ Jxxxxxx X. Xxxxxx Name: Jxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Finance and Development THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERETO, as Guarantors By: /s/ Jxxxxxx X. Xxxxxx Name: Jxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Finance and Development Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. BOFA SECURITIES, INC. By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted Accepted as of the date first above writtenhereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxxx Rxxx Xxxxxx Name: Xxxx Xxxxxxxx Rxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx Sxxxxx Xxxx Name: Xxxxxxxx Xxxxx Sxxxxx Xxxx Title: Director Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. MXXXXX SXXXXXX & CO. LLC By: /s/ Nxxxxxxx Xxxxxx Name: Nxxxxxxx Xxxxxx Title: Managing Director SCHEDULE I Underwriters Aggregate Principal Amount of 2026 Notes to be Purchased Aggregate Principal Amount of 2034 Notes to be Purchased BofA Securities, Inc. $ 88,000,000 $ 72,000,000 Deutsche Bank Securities Inc. $ 88,000,000 $ 72,000,000 Mxxxxx Sxxxxxx & Co. LLC $ 88,000,000 $ 72,000,000 Citigroup Global Markets Inc. $ 71,500,000 $ 58,500,000 Barclays Capital Inc. $ 60,500,000 $ 49,500,000 J.X. Xxxxxx Securities LLC $ 60,500,000 $ 49,500,000 RBC Capital Markets, LLC $ 60,500,000 $ 49,500,000 Wxxxx Fargo Securities, LLC $ 60,500,000 $ 49,500,000 BNP Paribas Securities Corp. $ 55,000,000 $ 45,000,000 Gxxxxxx Sxxxx & Co. LLC $ 55,000,000 $ 45,000,000 Mizuho Securities USA LLC $ 55,000,000 $ 45,000,000 MUFG Securities Americas Inc. $ 55,000,000 $ 45,000,000 TD Securities (USA) LLC $ 52,250,000 $ 42,750,000 UBS Securities LLC $ 52,250,000 $ 42,750,000 Credit Agricole Securities (USA) Inc. $ 30,250,000 $ 24,750,000 SMBC Nikko Securities America, Inc. $ 24,750,000 $ 20,250,000 Scotia Capital (USA) Inc. $ 22,000,000 $ 18,000,000 SG Americas Securities, LLC $ 22,000,000 $ 18,000,000 Truist Securities, Inc. $ 22,000,000 $ 18,000,000 U.S. Bancorp Investments, Inc. $ 22,000,000 $ 18,000,000 Academy Securities, Inc. $ 11,000,000 $ 9,000,000 Cxxxxxx Capital Markets LLC $ 11,000,000 $ 9,000,000 LionTree Advisors LLC $ 11,000,000 $ 9,000,000 Sxxxxxx Xxxxxxxx Sxxxx & Co., LLC $ 11,000,000 $ 9,000,000 Tigress Financial Partners LLC $ 11,000,000 $ 9,000,000 Total $ 1,100,000,000 $ 900,000,000 SCHEDULE II SUBSIDIARY GUARANTORS Bresnan Broadband Holdings, LLC CCO NR Holdings, LLC Charter Advanced Services (MO), LLC Charter Communications VI, L.L.C. Charter Communications, LLC Charter Distribution, LLC Charter Leasing Holding Company, LLC Charter Procurement Leasing, LLC DukeNet Communications, LLC Marcus Cable Associates, L.L.C. Spectrum Advanced Services, LLC Spectrum Gulf Coast, LLC Spectrum Mid-America, LLC Spectrum Mobile, LLC Spectrum Mobile Equipment, LLC Spectrum New York Metro, LLC Spectrum NLP, LLC Spectrum Northeast, LLC Spectrum Oceanic, LLC Spectrum Originals, LLC Spectrum Originals Development, LLC Spectrum Pacific West, LLC Spectrum Reach, LLC Spectrum RSN, LLC Spectrum Southeast, LLC Spectrum Sunshine State, LLC Spectrum TV Essentials, LLC Spectrum Wireless Holdings, LLC Time Warner Cable Enterprises LLC Time Warner Cable, LLC TWC Administration LLC TWC Communications, LLC TWC SEE Holdco LLC Charter Communications ASC, LLC Charter Communications SSC, LLC ANNEX A

Appears in 1 contract

Samples: Underwriting Agreement (Cco Holdings LLC)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter Underwriters to properly identify their respective clients. The Company hereby submits If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the non-exclusive jurisdiction Company one of the Federal counterparts hereof, whereupon it will become a binding agreement between the Company, the Guarantors and state courts the several Underwriters in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forumaccordance with its terms. Very truly yours, Builders FirstSourceB&G FOODS, Inc. INC. By: /s/ Xxxxxx X. XxXxxxxxx Xxxxxxxx Name: Xxxxxx X. XxXxxxxxx Xxxxxxxx Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IXChief Executive Officer B&G FOODS NORTH AMERICA, L.P. By: Warburg Pincus IX GP L.P.INC. B&G FOODS SNACKS, its general partner By: WPP GP LLCINC. BACK TO NATURE FOODS COMPANY, its general partner By: Warburg Pincus PartnersLLC BACK TO NATURE FOODS SERVCO, L.P.LLC BEAR CREEK COUNTRY KITCHENS, its managing member By: Warburg Pincus Partners GP LLCLLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, its general partner By: Warburg Pincus & Co.INC. PIRATE BRANDS, its managing member LLC SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxx Xxxx Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxx Xxxxxx X. Xxxxxxxx Title: Managing Director Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES Acting on behalf of themselves and as the Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ Xxxx Xxxxxxxx Xxxxxx Name: Xxxx Xxxxxxxx Xxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxxx Xxxxx Xxxx Xxxx Name: Xxxxxxxx Xxxxx Xxxx Xxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director SCHEDULE AA Underwriter Principal Amount of Securities Barclays Capital Inc. $ 88,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 68,000,000 RBC Capital Markets, LLC $ 68,000,000 BMO Capital Markets Corp. $ 32,000,000 Credit Suisse Securities (USA) LLC $ 32,000,000 Deutsche Bank Securities Inc. $ 32,000,000 Xxxxxxx Sachs & Co. LLC $ 32,000,000 X.X. Xxxxxx Securities LLC $ 24,000,000 Citizens Capital Markets, Inc. $ 8,000,000 Rabo Securities USA, Inc. $ 8,000,000 TD Securities (USA) LLC $ 8,000,000 Total $ 400,000,000 SCHEDULE B

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter Managers and the Forward Purchasers are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter Managers and the Forward Purchasers to properly identify their respective clients. The If the foregoing correctly sets forth the understanding among the Company, the Managers and the Forward Purchasers, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company, the Managers and the Forward Purchasers. Alternatively, the execution of this Agreement by the Company hereby submits to the non-exclusive jurisdiction and its acceptance by or on behalf of the Federal Managers and state courts in the Borough Forward Purchasers may be evidenced by an exchange of Manhattan in The City of New York in any suit facsimile or proceeding arising out of other electronic transmission or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forumother written communications. Very truly yours, Builders FirstSource, Inc. ATMOS ENERGY CORPORATION By: /s/ Xxxxxx X. XxXxxxxxx Xxxxxxx Name: Xxxxxx X. XxXxxxxxx Xxxxxxx Title: Senior Vice President Investor Relations and General Counsel WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member Treasurer Signature Page to Equity Distribution Agreement BNP PARIBAS SECURITIES CORP. as Manager By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx Title: Managing Director BOFA SECURITIES, INC. as Manager By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director CIBC WORLD MARKETS CORP. as Manager By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director CREDIT AGRICOLE SECURITIES (USA) INC. as Manager By: /s/ Xxxx X. Bel Name: Xxxx X. Bel Title: Managing Director, Co-Head GIB Americas Signature Page to Equity Distribution Agreement FIFTH THIRD SECURITIES, INC. as Manager By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Signature Page to Equity Distribution Agreement XXXXXXX SACHS & CO. LLC as Manager By: /s/ Xxxxxxx Xxxxx & Co. LLC Name: Xxxxxxx Park Title: Managing Director SCHEDULE ASignature Page to Equity Distribution Agreement X.X. XXXXXX SECURITIES LLC as Manager By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Executive Director MIZUHO SECURITIES USA LLC as Manager By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. as Manager By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director REGIONS SECURITIES LLC as Manager By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director -- ECM Signature Page to Equity Distribution Agreement TRUIST SECURITIES, INC. as Manager By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director TD SECURITIES (USA) LLC as Manager By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC as Manager By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director BNP PARIBAS as Forward Purchaser By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Managing Director BANK OF AMERICA, N.A. as Forward Purchaser By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director CANADIAN IMPERIAL BANK OF COMMERCE as Forward Purchaser By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory Signature Page to Equity Distribution Agreement CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK as Forward Purchaser By: Credit Agricole Securities (USA) Inc., as Agent By: /s/ Xxxx X. Bel Name: Xxxx X. Bel Title: Managing Director, Co-Head GIB Americas Signature Page to Equity Distribution Agreement XXXXXXX XXXXX & CO. LLC as Forward Purchaser By: /s/ Xxxxxxx Park Name: Xxxxxxx Park Title: Managing Director Signature Page to Equity Distribution Agreement JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Forward Purchaser By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Executive Director MIZUHO MARKETS AMERICAS LLC as Forward Purchaser By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signatory MIZUHO SECURITIES USA LLC, as agent By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director MUFG SECURITIES EMEA PLC as Forward Purchaser By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorised Signatory THE TORONTO-DOMINION BANK as Forward Purchaser By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director TRUIST BANK as Forward Purchaser By: /s/ X. Xxxx Xxxxx Name: X. Xxxx Xxxxx Title: Managing Director XXXXX FARGO BANK, NATIONAL ASSOCIATION as Forward Purchaser By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director Schedule A Managers BNP Paribas Securities Corp. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 CIBC World Markets Corp. 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Credit Agricole Securities (USA) Inc. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Fifth Third Securities, Inc. 000 Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx: UTFC6B Xxxxxxxxx, XX 00000 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX, 00000 Mizuho Securities USA LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 MUFG Securities Americas Inc. 1221 Avenue of the Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Regions Securities LLC 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx Xxxxxxx, XX 00000 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxx Fargo Securities, LLC 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Forward Purchasers BNP Paribas 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Bank of America, N.A. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Canadian Imperial Bank of Commerce 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Crédit Agricole Corporate and Investment Bank c/o Credit Agricole Securities (USA) Inc., as Agent 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 JPMorgan Chase Bank, National Association, New York Branch 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Mizuho Markets Americas LLC c/o Mizuho Securities USA LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 MUFG Securities EMEA plc Ropemaker Place, 00 Xxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx Schedule A The Toronto-Dominion Bank 0 Xxxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Truist Bank 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx Xxxxxxx, XX 00000 Xxxxx Fargo Bank, National Association c/o Wells Fargo Securities, LLC 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Schedule I SIGNIFICANT SUBSIDIARIES None. Schedule II LIST OF ALL SUBSIDIARIES Atmos Energy Holdings, Inc. Atmos Energy Louisiana Industrial Gas, LLC Atmos Energy Services, LLC Atmos Exploration and Production, Inc. Atmos Gathering Company, LLC Atmos Pipeline and Storage, LLC Atmos Power Systems, Inc. Blue Flame Insurance Services, Ltd. Egasco, LLC Fort Necessity Gas Storage, LLC Phoenix Gas Gathering Company Trans Louisiana Gas Pipeline, Inc. Trans Louisiana Gas Storage, Inc. UCG Storage, Inc. WKG Storage, Inc. EXHIBIT A FORM OF OPINIONS AND LETTER OF GENERAL COUNSEL OF THE COMPANY TO BE DELIVERED PURSUANT TO SECTION 4(H)

Appears in 1 contract

Samples: Distribution Agreement (Atmos Energy Corp)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter Underwriters to properly identify their respective clients. The Company Each of the parties hereby submits to the non-exclusive jurisdiction of the Federal federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to If the laying foregoing is in accordance with your understanding, please indicate your acceptance of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts by signing in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forumspace provided below. Very truly yours, Builders FirstSourceAVNET, Inc. By: /s/ Xxxxxx X. XxXxxxxxx Name: Xxxxxx X. XxXxxxxxx Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Xxxxxxxx Name: Xxxx Xxxxx Xxxxxxxx Title: Senior Vice President, Chief Financial Officer and Assistant Secretary [Underwriting Agreement] X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxxxx For themselves and on behalf of the several Underwriters listed in Schedule B hereto. [Underwriting Agreement] SCHEDULE A Issuer Free Writing Prospectus Pricing Term Sheet, dated March 21, 2016, relating to the Securities, as filed pursuant to Rule 433 under the Act. SCHEDULE B Underwriter Principal Amount of Notes to be Purchased X.X. Xxxxxx Securities LLC $ 173,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Name: Xxxxxxxx Incorporated $ 173,250,000 Mitsubishi UFJ Securities (USA), Inc. $ 55,000,000 BNP Paribas Securities Corp. $ 27,500,000 Mizuho Securities USA Inc. $ 27,500,000 Scotia Capital (USA) Inc. $ 27,500,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 16,500,000 PNC Capital Markets LLC $ 16,500,000 SMBC Nikko Securities America, Inc. $ 16,500,000 Xxxxx Title: Director Fargo Securities, LLC $ 16,500,000 Total $ 550,000,000 SCHEDULE AC Information provided by the Underwriters

Appears in 1 contract

Samples: Underwriting Agreement (Avnet Inc)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter Underwriters to properly identify their respective clients. The Company Each of the parties hereby submits to the non-exclusive jurisdiction of the Federal federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to If the laying foregoing is in accordance with your understanding, please indicate your acceptance of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts by signing in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forumspace provided below. Very truly yoursyours AVNET, Builders FirstSource, Inc. By: /s/ Xxxxxx X. XxXxxxxxx Name: Xxxxxx X. XxXxxxxxx Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer BNP PARIBAS SECURITIES CORP. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxx Xxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director For themselves and on behalf of the several Underwriters listed in Schedule C hereto. SCHEDULE A General Use Issuer Free Writing Prospectus Pricing Term Sheet, dated May 12, 2022, relating to the Securities, as filed pursuant to Rule 433 under the Act. AVNET, INC. PRICING TERM SHEET May 12, 2022 $300,000,000 5.500% Senior Notes due 2032 Issuer: Avnet, Inc. Ratings (Moody’s / S&P / Fitch)*: Intentionally excluded. Principal Amount: $300,000,000 Trade Date: May 12, 2022 Settlement Date**: May 23, 2022 (T+7) Maturity: June 1, 2032 Coupon (Interest Rate): 5.500% Yield to Maturity: 5.501% Price to Public: 99.991% of the principal amount Spread to Benchmark Treasury: +265 basis points Benchmark Treasury: 1.875% due February 15, 2032 Benchmark Treasury Price and Yield: 91-23+; 2.851% Interest Payment Dates: Semi-annually on June 1 and December 1 of each year, commencing on December 1, 2022 Make-Whole Call: Make-whole call at any time prior to March 1, 2032 at the greater of (i) the sum of the present values of the remaining scheduled payments of principal and interest discounted at the treasury rate plus 40 basis points less interest accrued to, but excluding, the redemption date and (ii) 100% of the principal amount of the notes being redeemed, plus, in either case, accrued and unpaid interest to, but excluding, the redemption date. Par Call: At any time on or after March 1, 2032, we may redeem all or any part of the notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to, but excluding, the redemption date. Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 CUSIP Number: 053807 AV5 ISIN Number: US053807AV56 Joint Book-Running Managers: BNP Paribas Securities Corp. BofA Securities, Inc. X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. Scotia Capital (USA) Inc. Senior Co-Managers SMBC Nikko Securities America, Inc. Truist Securities, Inc. Xxxxx Fargo Securities, LLC Junior Co-Managers Academy Securities, Inc. Commerz Markets LLC HSBC Securities (USA) Inc. KBC Securities USA LLC PNC Capital Markets LLC Xxxxxxx Xxxxxxxx Xxxxx Name& Co., LLC Standard Chartered Bank U.S. Bancorp Investments, Inc. UniCredit Capital Markets LLC *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. **Note: It is expected that delivery of the notes will be made against payment therefor on or about May 23, 2022, which is the seventh business day following the date hereof (such settlement cycle being referred to as “T+7”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as 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 prior to the second business day before the delivery of the notes will be required, by virtue of the fact that the notes initially will settle in T+7, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the delivery of the notes should consult their own advisors. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, BNP Paribas Securities Corp., BofA Securities, Inc. or X.X. Xxxxxx Securities LLC can arrange to send you the prospectus if you request it by calling or e-mailing BNP Paribas Securities Corp. at 0-000-000-0000; BofA Securities, Inc. at 0-000-000-0000 or xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx; or X.X. Xxxxxx Securities LLC at 000-000-0000. SCHEDULE B Limited Use Issuer Free Writing Prospectus Electronic road show presentation, dated May 12, 2022. SCHEDULE C Underwriter Principal Amount of Notes to be Purchased BNP Paribas Securities Corp. $ 60,000,000 BofA Securities, Inc. 60,000,000 X.X. Xxxxxx Securities LLC 60,000,000 Mizuho Securities USA LLC 12,000,000 MUFG Securities Americas Inc. 12,000,000 Scotia Capital (USA) Inc. 12,000,000 SMBC Nikko Securities America, Inc. 9,000,000 Truist Securities, Inc. 9,000,000 Xxxxx Fargo Securities, LLC 9,000,000 Academy Securities, Inc. 9,000,000 Commerz Markets LLC 6,000,000 HSBC Securities (USA) Inc. 6,000,000 KBC Securities USA LLC 6,000,000 PNC Capital Markets LLC 6,000,000 Xxxxxxx Xxxxxxxx Xxxxx Title: Director & Co., LLC 6,000,000 Standard Chartered Bank 6,000,000 U.S. Bancorp Investments, Inc. 6,000,000 UniCredit Capital Markets LLC 6,000,000 Total $ 300,000,000 SCHEDULE AD Information provided by the Underwriters

Appears in 1 contract

Samples: Underwriting Agreement (Avnet Inc)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter Managers and the Forward Purchasers are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter Managers and the Forward Purchasers to properly identify their respective clients. The If the foregoing correctly sets forth the understanding among the Company, the Managers and the Forward Purchasers, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company, the Managers and the Forward Purchasers. Alternatively, the execution of this Agreement by the Company hereby submits to the non-exclusive jurisdiction and its acceptance by or on behalf of the Federal Managers and state courts in the Borough Forward Purchasers may be evidenced by an exchange of Manhattan in The City of New York in any suit facsimile or proceeding arising out of other electronic transmission or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forumother written communications. Very truly yours, Builders FirstSource, Inc. ATMOS ENERGY CORPORATION By: /s/ Xxxxxx X. XxXxxxxxx Xxxxxxx Name: Xxxxxx X. XxXxxxxxx Xxxxxxx Title: Senior Vice President of Investor Relations and General Counsel WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member Treasurer Signature Page to Equity Distribution Agreement BNP PARIBAS SECURITIES CORP. as Manager By: /s/ Xxxxx Xxxx Xxxxxx XxXxxxxx Name: Xxxxx Xxxx Xxxxxx XxXxxxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES BOFA SECURITIES, INC. as Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director CIBC WORLD MARKETS CORP. as Manager By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director CREDIT AGRICOLE SECURITIES (USA) INC. as Manager By: /s/ Xxxx-Xxxx Xxxxxx Name: Xxxx-Xxxx Xxxxxx Title: Managing Director Head of Investment Banking By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director FIFTH THIRD SECURITIES, INC. as Manager By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Head of Equity Capital Markets XXXXXXX XXXXX & CO. LLC as Manager By: /s/ Charles Park Name: Charles Park Title: Managing Director HUNTINGTON SECURITIES, INC. as Manager By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Managing Director X.X. XXXXXX SECURITIES LLC as Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Director Signature Page to Equity Distribution Agreement MIZUHO SECURITIES USA LLC as Manager By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. as Manager By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Managing Director REGIONS SECURITIES LLC as Manager By: /s/ Xx Xxxxxxxxx Name: Xx Xxxxxxxxx Title: Managing Director - ECM TRUIST SECURITIES, INC. as Manager By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Director TD SECURITIES (USA) LLC as Manager By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC as Manager By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director BNP PARIBAS as Forward Purchaser By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director BANK OF AMERICA, N.A. as Forward Purchaser By: /s/ Xxxxx Xxxxx Name: Xxxxxxxx Xxxxx Xxxxx Title: Managing Director SCHEDULE ACANADIAN IMPERIAL BANK OF COMMERCE as Forward Purchaser By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory Signature Page to Equity Distribution Agreement CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK as Forward Purchaser By: Credit Agricole Securities (USA) Inc., as Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director XXXXXXX XXXXX & CO. LLC as Forward Purchaser By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director HUNTINGTON SECURITIES, INC. as Forward Purchaser By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Managing Director JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Forward Purchaser By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Director Signature Page to Equity Distribution Agreement MIZUHO MARKETS AMERICAS LLC as Forward Purchaser By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Authorized Signatory MIZUHO SECURITIES USA LLC, as agent By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director MUFG SECURITIES EMEA PLC as Forward Purchaser By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Authorized Signatory Signature Page to Equity Distribution Agreement REGIONS SECURITIES LLC as Forward Purchaser By: /s/ Xx Xxxxxxxxx Name: Xx Xxxxxxxxx Title: Managing Director - ECM THE TORONTO-DOMINION BANK as Forward Purchaser By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director TRUIST BANK as Forward Purchaser By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Signature Page to Equity Distribution Agreement XXXXX FARGO BANK, NATIONAL ASSOCIATION as Forward Purchaser By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director Schedule A Managers BNP Paribas Securities Corp. 000 Xxxxxxx Xxxxxx New York, NY 10019 BofA Securities, Inc. One Bryant Park New York, NY 10036 CIBC World Markets Corp. 000 Xxxxxxx Xxxxxx, 0xx Floor New York, NY 10017 Credit Agricole Securities (USA) Inc. 0000 Xxxxxx xx xxx Xxxxxxxx New York, NY 10019 Fifth Third Securities, Inc. 000 Xxxxxx Xxxxxx, Xxxxx 000 Maildrop: UTFC6B Nashville, TN 37219 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, NY 10282 Huntington Securities, Inc. 00 Xxxxx Xxxx Xxxxxx Columbus, Ohio 43215 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx New York, NY, 10179 Mizuho Securities USA LLC 0000 Xxxxxx xx xxx Xxxxxxxx New York, NY 10020 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, NY 10020 Regions Securities LLC 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000 Charlotte, NC 28202 Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx Atlanta, GA 30326 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx New York, NY 10017 Xxxxx Fargo Securities, LLC 000 Xxxx 00xx Xxxxxx, 14th Floor New York, New York 10001 Forward Purchasers BNP Paribas 000 Xxxxxxx Xxxxxx New York, NY 10019 Bank of America, N.A. One Bryant Park, 8th Floor New York, NY 00000 Canadian Imperial Bank of Commerce 000 Xxxxxxx Xxxxxx, 0xx Floor New York, NY 00000 Crédit Agricole Corporate and Investment Bank c/o Credit Agricole Securities (USA) Inc., as Agent 0000 Xxxxxx xx xxx Xxxxxxxx New York, NY 10019 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, NY 10282 Huntington Securities, Inc. 00 Xxxxx Xxxx Xxxxxx Columbus, Ohio 43215 JPMorgan Chase Bank, National Association, New York Branch 000 Xxxxxxx Xxxxxx New York, NY 10179 Mizuho Markets Americas LLC c/o Mizuho Securities USA LLC 0000 Xxxxxx xx xxx Xxxxxxxx New York, NY 10020 Schedule A MUFG Securities EMEA plc Ropemaker Place, 00 Xxxxxxxxx Xxxxxx London EC2Y 9AJ, United Kingdom Regions Securities LLC 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000 Charlotte, NC 00000 The Toronto-Dominion Bank c/o TD Securities (USA) LLC, as agent 0 Xxxxxxxxxx Xxxxxx New York, NY 10017 Truist Bank 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx Atlanta, GA 30326 Xxxxx Fargo Bank, National Association c/x Xxxxx Fargo Securities, LLC 000 Xxxx 00xx Xxxxxx, 14th Floor New York, New York 10001 Schedule I None. Schedule II LIST OF ALL SUBSIDIARIES Atmos Energy Holdings, Inc. Atmos Energy Kansas Securitization I, LLC Atmos Energy Louisiana Industrial Gas, LLC Atmos Energy Services, LLC Atmos Exploration and Production, Inc. Atmos Gathering Company, LLC Atmos Pipeline and Storage, LLC Atmos Power Systems, Inc. Blue Flame Insurance Services, Ltd. Egasco, LLC Fort Necessity Gas Storage, LLC Phoenix Gas Gathering Company Trans Louisiana Gas Pipeline, Inc. Trans Louisiana Gas Storage, Inc. UCG Storage, Inc. WKG Storage, Inc. EXHIBIT A FORM OF OPINIONS AND LETTER OF GENERAL COUNSEL OF THE COMPANY TO BE DELIVERED PURSUANT TO SECTION 4(H)

Appears in 1 contract

Samples: Equity Distribution Agreement (Atmos Energy Corp)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriter Underwriters are required to obtain, verify and record information that identifies their respective clients, including the CompanyIssuers, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriter Underwriters to properly identify their respective clients. The Company hereby submits to If the non-exclusive jurisdiction foregoing is in accordance with your understanding, please indicate your acceptance of the Federal and state courts this Agreement by signing in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forumspace provided below. Very truly yours, Builders FirstSourceCHARTER COMMUNICATIONS OPERATING, LLC, as an Issuer By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development CCO HOLDINGS, LLC, as a Guarantor By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERETO, as Guarantors By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Vice President, Corporate Finance & Development [Charter - Signature Page to Underwriting Agreement] Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. Deutsche Bank Securities Inc. By: /s/ Xxxx Xxxxxx X. XxXxxxxxx Name: Xxxxxx X. XxXxxxxxx Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx Xxxx X. XxXxxx Name: Xxxxxxxx Xxxxx Xxxx X. XxXxxx Title: Managing Director Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. X.X. Xxxxxx Securities LLC By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director SCHEDULE I Underwriters Aggregate Principal Amount of 2032 Notes to be Purchased Aggregate Principal Amount of 2051 Notes to be Purchased Aggregate Principal Amount of 2061 Notes to be Purchased Deutsche Bank Securities Inc. $ 90,000,000.00 $ 58,500,000.00 $ 121,500,000.00 X.X. Xxxxxx Securities LLC $ 90,000,000.00 $ 58,500,000.00 $ 121,500,000.00 Xxxxxx Xxxxxxx & Co. LLC $ 90,000,000.00 $ 58,500,000.00 $ 121,500,000.00 Citigroup Global Markets Inc. $ 70,000,000.00 $ 45,500,000.00 $ 94,500,000.00 Credit Suisse Securities (USA) LLC $ 60,000,000.00 $ 39,000,000.00 $ 81,000,000.00 Mizuho Securities USA LLC $ 60,000,000.00 $ 39,000,000.00 $ 81,000,000.00 BofA Securities, Inc. $ 50,000,000.00 $ 32,500,000.00 $ 67,500,000.00 Xxxxxxx Sachs & Co. LLC $ 50,000,000.00 $ 32,500,000.00 $ 67,500,000.00 MUFG Securities Americas Inc. $ 50,000,000.00 $ 32,500,000.00 $ 67,500,000.00 RBC Capital Markets, LLC $ 50,000,000.00 $ 32,500,000.00 $ 67,500,000.00 TD Securities (USA) LLC $ 50,000,000.00 $ 32,500,000.00 $ 67,500,000.00 Xxxxx Fargo Securities, LLC $ 50,000,000.00 $ 32,500,000.00 $ 67,500,000.00 Barclays Capital Inc. $ 30,000,000.00 $ 19,500,000.00 $ 40,500,000.00 BNP Paribas Securities Corp. $ 30,000,000.00 $ 19,500,000.00 $ 40,500,000.00 Scotia Capital (USA) Inc. $ 30,000,000.00 $ 19,500,000.00 $ 40,500,000.00 SMBC Nikko Securities America, Inc. $ 30,000,000.00 $ 19,500,000.00 $ 40,500,000.00 Truist Securities, Inc. $ 30,000,000.00 $ 19,500,000.00 $ 40,500,000.00 Credit Agricole Securities (USA) Inc. $ 20,000,000.00 $ 13,000,000.00 $ 27,000,000.00 U.S. Bancorp Investments, Inc. $ 20,000,000.00 $ 13,000,000.00 $ 27,000,000.00 LionTree Advisors LLC $ 10,000,000.00 $ 6,500,000.00 $ 13,500,000.00 Academy Securities, Inc. $ 10,000,000.00 $ 6,500,000.00 $ 13,500,000.00 Xxxxxxx Capital Markets LLC $ 10,000,000.00 $ 6,500,000.00 $ 13,500,000.00 Loop Capital Markets LLC $ 10,000,000.00 $ 6,500,000.00 $ 13,500,000.00 MFR Securities, Inc. $ 10,000,000.00 $ 6,500,000.00 $ 13,500,000.00 Total $ 1,000,000,000 $ 650,000,000 $ 1,350,000,000 SCHEDULE II SUBSIDIARY GUARANTORS Bresnan Broadband Holdings, LLC CCO NR Holdings, LLC Charter Advanced Services (MO), LLC Charter Communications VI, L.L.C. Charter Communications, LLC Charter Distribution, LLC Charter Leasing Holding Company, LLC Charter Procurement Leasing, LLC DukeNet Communications, LLC Marcus Cable Associates, L.L.C. Spectrum Advanced Services, LLC Spectrum Gulf Coast, LLC Spectrum Mid-America, LLC Spectrum Mobile, LLC Spectrum Mobile Equipment, LLC Spectrum New York Metro, LLC Spectrum NLP, LLC Spectrum Northeast, LLC Spectrum Oceanic, LLC Spectrum Originals, LLC Spectrum Originals Development, LLC Spectrum Pacific West, LLC Spectrum Reach, LLC Spectrum RSN, LLC Spectrum Security, LLC Spectrum Southeast, LLC Spectrum Sunshine State, LLC Spectrum TV Essentials, LLC Spectrum Wireless Holdings, LLC TC Technology LLC Time Warner Cable Enterprises LLC Time Warner Cable, LLC TWC Administration LLC TWC Communications, LLC TWC SEE Holdco LLC ANNEX A

Appears in 1 contract

Samples: Cco Holdings LLC

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the Underwriter Underwriters are required to obtain, verify and record information that identifies their respective clients, including the CompanyIssuers, which information may include the name and address addresses of their respective clients, as well as other information that will allow the Underwriter Underwriters to properly identify their respective clients. The Company hereby submits to If the non-exclusive jurisdiction foregoing is in accordance with your understanding, please indicate your acceptance of the Federal and state courts this Agreement by signing in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forumspace provided below. Very truly yours, Builders FirstSourceCHARTER COMMUNICATIONS OPERATING, Inc. LLC, as an Issuer By: /s/ Jxxxxxx X. Xxxxxx X. XxXxxxxxx Name: Jxxxxxx X. Xxxxxx X. XxXxxxxxx Title: Senior Vice President President, Corporate Finance and General Counsel WARBURG PINCUS PRIVATE EQUITY IXDevelopment CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member as an Issuer By: /s/ Xxxxx Xxxx Jxxxxxx X. Xxxxxx Name: Xxxxx Xxxx Jxxxxxx X. Xxxxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed Senior Vice President, Corporate Finance and accepted Development CCO HOLDINGS, LLC, as a Guarantor By: /s/ Jxxxxxx X. Xxxxxx Name: Jxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Finance and Development THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERETO, as Guarantors By: /s/ Jxxxxxx X. Xxxxxx Name: Jxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Finance and Development Accepted as of the date first above writtenhereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. DEUTSCHE BANK SECURITIES BARCLAYS CAPITAL INC. By: /s/ Xxxx Xxxxxxxx Jxxxx Xxxxx Name: Xxxx Xxxxxxxx Jxxxx Xxxxx Title: Managing Director Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxx Xxxxx Axxx X. Xxxxxxx Name: Xxxxxxxx Xxxxx Axxx X. Xxxxxxx Title: Managing Director Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. MXXXXX SXXXXXX & CO. LLC By: /s/ Nxxxxxxx Xxxxxx Name: Nxxxxxxx Xxxxxx Title: Managing Director SCHEDULE I Underwriters Aggregate Principal Amount of 2029 Notes to be Purchased Aggregate Principal Amount of 2034 Notes to be Purchased Barclays Capital Inc. $ 120,000,000 $ 120,000,000 Citigroup Global Markets Inc. $ 120,000,000 $ 120,000,000 Mxxxxx Sxxxxxx & Co. LLC $ 120,000,000 $ 120,000,000 Deutsche Bank Securities Inc. $ 90,000,000 $ 90,000,000 BNP Paribas Securities Corp. $ 82,500,000 $ 82,500,000 BofA Securities, Inc. $ 82,500,000 $ 82,500,000 J.X. Xxxxxx Securities LLC $ 82,500,000 $ 82,500,000 RBC Capital Markets, LLC $ 82,500,000 $ 82,500,000 Mizuho Securities USA LLC $ 78,750,000 $ 78,750,000 MUFG Securities Americas Inc. $ 78,750,000 $ 78,750,000 Wxxxx Fargo Securities, LLC $ 78,750,000 $ 78,750,000 Gxxxxxx Sxxxx & Co. LLC $ 71,250,000 $ 71,250,000 TD Securities (USA) LLC $ 71,250,000 $ 71,250,000 UBS Securities LLC $ 71,250,000 $ 71,250,000 Credit Agricole Securities (USA) Inc. $ 37,500,000 $ 37,500,000 SMBC Nikko Securities America, Inc. $ 37,500,000 $ 37,500,000 Scotia Capital (USA) Inc. $ 30,000,000 $ 30,000,000 SG Americas Securities, LLC $ 30,000,000 $ 30,000,000 Truist Securities, Inc. $ 30,000,000 $ 30,000,000 U.S. Bancorp Investments, Inc. $ 30,000,000 $ 30,000,000 AmeriVet Securities, Inc. $ 15,000,000 $ 15,000,000 CastleOak Securities, L.P. $ 15,000,000 $ 15,000,000 LionTree Advisors LLC $ 15,000,000 $ 15,000,000 MFR Securities, Inc. $ 15,000,000 $ 15,000,000 Sxxxxx X. Xxxxxxx & Company, Inc. $ 15,000,000 $ 15,000,000 Total $ 1,500,000,000 $ 1,500,000,000 SCHEDULE II SUBSIDIARY GUARANTORS Bresnan Broadband Holdings, LLC CCO NR Holdings, LLC Charter Advanced Services (MO), LLC Charter Communications ASC, LLC Charter Communications, LLC Charter Communications SSC, LLC Charter Communications VI HoldCo, LLC Charter Communications VI, L.L.C. Charter Distribution, LLC Charter Leasing Holding Company, LLC Charter Procurement Leasing, LLC DukeNet Communications, LLC Spectrum Advanced Services, LLC Spectrum Gulf Coast, LLC Spectrum Mid-America, LLC Spectrum Mobile Equipment, LLC Spectrum Mobile, LLC Spectrum New York Metro, LLC Spectrum NLP, LLC Spectrum Northeast, LLC Spectrum Oceanic, LLC Spectrum Originals Development, LLC Spectrum Originals, LLC Spectrum Pacific West, LLC Spectrum Reach, LLC Spectrum RSN, LLC Spectrum Southeast, LLC Spectrum Sunshine State, LLC Spectrum TV Essentials, LLC Spectrum Wireless Holdings, LLC Time Warner Cable Enterprises LLC Time Warner Cable, LLC TWC Administration LLC TWC Communications, LLC TWC SEE Holdco LLC ANNEX A

Appears in 1 contract

Samples: Underwriting Agreement (Cco Holdings LLC)

AutoNDA by SimpleDocs

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter Underwriters to properly identify their respective clients. The Company Each of the parties hereby submits to the non-exclusive jurisdiction of the Federal federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to If the laying foregoing is in accordance with your understanding, please indicate your acceptance of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts by signing in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forumspace provided below. Very truly yoursyours AVNET, Builders FirstSourceINC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Financial Officer BOFA SECURITIES, Inc. INC. By: /s/ Xxxxxx X. XxXxxxxxx Xxxxxxxx Name: Xxxxxx X. XxXxxxxxx Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Xxxxxxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director SCOTIA CAPITAL (USA) INC. By: /s/ Xxxx Xxxxxxxx Xxxx Name: Xxxx Xxxxxxxx Xxxx Title: Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxxx Title: Director For themselves and on behalf of the several Underwriters listed in Schedule C hereto. SCHEDULE AA General Use Issuer Free Writing Prospectus Pricing Term Sheet, dated March 6, 2023, relating to the Securities, as filed pursuant to Rule 433 under the Act. AVNET, INC. PRICING TERM SHEET March 6, 2023 $500,000,000 6.250% Senior Notes due 2028 Issuer: Avnet, Inc. Ratings (Xxxxx’x / S&P / Fitch)*: [Intentionally omitted] Principal Amount: $500,000,000 Trade Date: Xxxxx 0, 0000 Xxxxxxxxxx Date**: March 9, 2023 (T+3) Maturity: March 15, 2028 Coupon (Interest Rate): 6.250% Yield to Maturity: 6.315% Price to Public: 99.723% of the principal amount Spread to Benchmark Treasury: +205 basis points Benchmark Treasury: 4.00% due February 29, 2028 Benchmark Treasury Price and Yield: 98-26 1⁄4; 4.265% Interest Payment Dates: Semi-annually on March 15 and September 15 of each year, commencing on September 15, 2023 Make-Whole Call: Make-whole call at any time prior to February 15, 2028 at the greater of (i) the sum of the present values of the remaining scheduled payments of principal and interest discounted at the treasury rate plus 35 basis points less interest accrued to, but excluding, the redemption date and (ii) 100% of the principal amount of the notes being redeemed, plus, in either case, accrued and unpaid interest to, but excluding, the redemption date. Par Call: At any time on or after February 15, 2028, we may redeem all or any part of the notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to, but excluding, the redemption date. Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 CUSIP Number: 053807 AW3 ISIN Number: US053807AW30 Joint Book-Running Managers: BofA Securities, Inc. X.X. Xxxxxx Securities LLC Scotia Capital (USA) Inc. Truist Securities, Inc. Passive Bookrunners BNP Paribas Securities Corp. SMBC Nikko Securities America, Inc. Xxxxx Fargo Securities, LLC Senior Co-Managers Academy Securities, Inc. Commerz Markets LLC HSBC Securities (USA) Inc. Santander US Capital Markets LLC Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC Junior Co-Managers Huntington Securities, Inc. KBC Securities USA LLC KeyBanc Capital Markets Inc. Loop Capital Markets LLC MUFG Securities Americas Inc. Standard Chartered Bank U.S. Bancorp Investments, Inc. UniCredit Capital Markets LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Note: It is expected that delivery of the notes will be made against payment therefor on or about March 9, 2023, which is the third business day following the date hereof (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as 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 prior to the second business day before the delivery of the notes will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes prior to the second business day before the delivery of the notes should consult their own advisors. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, BofA Securities, Inc., X.X. Xxxxxx Securities LLC, Scotia Capital (USA) Inc. or Truist Securities, Inc. can arrange to send you the prospectus if you request it by calling or e-mailing BofA Securities, Inc. at 0-000-000-0000 or xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx; X.X. Xxxxxx Securities LLC at 0-000-000-0000 (collect); Scotia Capital (USA) Inc. at 0-000-000-0000; or Truist Securities, Inc. at 0-000-000-0000 or xxxxxxxxxxxxxxxx.xxxxxxxxxx@xxxxxx.xxx. SCHEDULE B Limited Use Issuer Free Writing Prospectus Electronic road show presentation, dated March 6, 2023. SCHEDULE C Underwriter Principal Amount of Notes to be Purchased BofA Securities, Inc. $ 80,000,000 X.X. Xxxxxx Securities LLC $ 80,000,000 Scotia Capital (USA) Inc. $ 80,000,000 Truist Securities, Inc. $ 80,000,000 BNP Paribas Securities Corp. $ 20,000,000 SMBC Nikko Securities America, Inc. $ 20,000,000 Xxxxx Fargo Securities, LLC $ 20,000,000 Academy Securities, Inc. $ 20,000,000 Commerz Markets LLC $ 15,000,000 HSBC Securities (USA) Inc. $ 15,000,000 Santander US Capital Markets LLC $ 15,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 15,000,000 Huntington Securities, Inc $ 5,000,000 KBC Securities USA LLC $ 5,000,000 KeyBanc Capital Markets Inc. $ 5,000,000 Loop Capital Markets LLC $ 5,000,000 MUFG Securities Americas Inc. $ 5,000,000 Standard Chartered Bank $ 5,000,000 U.S. Bancorp Investments, Inc. $ 5,000,000 UniCredit Capital Markets LLC $ 5,000,000 Total $ 500,000,000 SCHEDULE D Information provided by the Underwriters

Appears in 1 contract

Samples: Underwriting Agreement (Avnet Inc)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter Underwriters to properly identify their respective clients. The Company Each of the parties hereby submits to the non-exclusive jurisdiction of the Federal federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to If the laying foregoing is in accordance with your understanding, please indicate your acceptance of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts by signing in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forumspace provided below. Very truly yoursyours AVNET, Builders FirstSource, Inc. By: /s/ Xxxxxx X. XxXxxxxxx Name: Xxxxxx X. XxXxxxxxx Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxx Xxxxxxxx Name: Xxxx Xxxxx Xxxxxxxx Title: Senior Vice President, Chief Financial Officer and Assistant Secretary [Underwriting Agreement] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Title: Director Vice President For themselves and on behalf of the several Underwriters listed in Schedule B hereto. [Underwriting Agreement] SCHEDULE AA Issuer Free Writing Prospectus Pricing Term Sheet, dated November 29, 2016, relating to the Securities, as filed pursuant to Rule 433 under the Act. SCHEDULE B Underwriter Principal Amount of Notes to be Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 120,000,000 X.X. Xxxxxx Securities LLC $ 30,000,000 MUFG Securities Americas Inc. $ 30,000,000 Scotia Capital (USA) Inc. $ 22,500,000 BNP Paribas Securities Corp. $ 16,500,000 Mizuho Securities USA Inc. $ 16,500,000 U.S. Bancorp Investments, Inc. $ 16,500,000 HSBC Securities (USA) Inc. $ 12,000,000 PNC Capital Markets LLC $ 12,000,000 SMBC Nikko Securities America, Inc. $ 12,000,000 Xxxxx Fargo Securities, LLC $ 12,000,000 Total $ 300,000,000 SCHEDULE C Information provided by the Underwriters

Appears in 1 contract

Samples: Underwriting Agreement (Avnet Inc)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter Underwriters to properly identify their respective clients. The Company hereby submits If the foregoing is in accordance with your understanding of our agreement, please sign and return to the non-exclusive jurisdiction of Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Federal Underwriters and state courts the Company in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forumaccordance with its terms. Very truly yours, Builders FirstSourceINSPIRE MEDICAL SYSTEMS, Inc. By: /s/ Xxxxxx X. XxXxxxxxx Name: Xxxxxx X. XxXxxxxxx INC. By Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IXCONFIRMED AND ACCEPTED, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By Authorized Signatory XXXXXXX SACHS & CO. DEUTSCHE BANK SECURITIES INCLLC By Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule A hereto. By: /s/ Xxxx SCHEDULE A The initial public offering price per share for the Securities shall be $[·]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $[·], being an amount equal to the initial public offering price set forth above less $[·] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [·] Xxxxxxx Sachs & Co. LLC [·] Guggenheim Securities, LLC [·] Xxxxxx, Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxxxx & Company, Incorporated [·] Xxxxx Name: Xxxxxxxx Xxxxx Title: Director Fargo Securities, LLC [·] Total [·] SCHEDULE AB-1 Pricing Terms

Appears in 1 contract

Samples: Underwriting Agreement (Inspire Medical Systems, Inc.)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter are is required to obtain, verify and record information that identifies their respective its clients, including the Company, which information may include the name and address of their respective its clients, as well as other information that will allow the Underwriter to properly identify their respective its clients. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. If the foregoing is in accordance with the Underwriter’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the Underwriter in accordance with its terms. Very truly yours, Builders FirstSourceBUILDERS FIRSTSOURCE, Inc. INC. By: /s/ Xxxxxx X. XxXxxxxxx Name: Xxxxxx X. XxXxxxxxx Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IXJLL BUILDING HOLDINGS, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member LLC By: /s/ Xxxxx Xxxx Xxxxxx Xxxxxxxx Name: Xxxxx Xxxx Xxxxxx Xxxxxxxx Title: Managing Director Authorized Signatory [Signature Page to Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INCXXXXXXX SACHS & CO. LLC By: /s/ Xxxx Xxxxxxxx Xxxxxx Name: Xxxx Xxxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director Vice President SCHEDULE AA Other Information Included in the General Disclosure Package The following information is also included in the General Disclosure Package:

Appears in 1 contract

Samples: Underwriting Agreement (Builders FirstSource, Inc.)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter are is required to obtain, verify and record information that identifies their respective its clients, including the Company, which information may include the name and address of their respective its clients, as well as other information that will allow the Underwriter to properly identify their respective its clients. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. If the foregoing is in accordance with the Underwriter’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the Underwriter in accordance with its terms. Very truly yours, Builders FirstSource, Inc. By: /s/ Xxxxxx Dxxxxx X. XxXxxxxxx Name: Xxxxxx Dxxxxx X. XxXxxxxxx Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IXJLL Building Holdings, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member LLC By: /s/ Xxxxx Xxxx Dxxxxx Xxxxxxxx Name: Xxxxx Xxxx Dxxxxx Xxxxxxxx Title: Managing Director Authorized Signatory The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES BARCLAYS CAPITAL INC. By: /s/ Vxxxxxxx Xxxx Xxxxxxxx Name: Vxxxxxxx Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director Vice President SCHEDULE AA Other Information Included in the General Disclosure Package The following information is also included in the General Disclosure Package:

Appears in 1 contract

Samples: JLL Building Holdings, LLC

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriter Underwriters to properly identify their respective clients. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the Underwriters in accordance with its terms. Very truly yours, Builders FirstSourceBUILDERS FIRSTSOURCE, Inc. INC. By: /s/ Xxxxxx X. XxXxxxxxx Name: Xxxxxx X. XxXxxxxxx Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxxx Xxxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx Xxxx Xxxx Name: Xxxxxxxx Xxxxx Xxxx Xxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Managing Director Acting on behalf of themselves and as the Representatives of the several Underwriters. SCHEDULE AA Underwriter Total Number of Firm Securities to be Purchased Credit Suisse Securities (USA) LLC 3,333,960 Deutsche Bank Securities Inc. 3,333,960 Citigroup Global Markets Inc. 1,852,080 BB&T Capital Markets, a division of BB&T Securities, LLC 1,080,000 Xxxxxxxx Inc. 1,080,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 1,080,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 240,000 Total 12,000,000 SCHEDULE B

Appears in 1 contract

Samples: Underwriting Agreement (Warburg Pincus Private Equity IX, L.P.)

Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter are is required to obtain, verify and record information that identifies their respective its clients, including the Company, which information may include the name and address of their respective its clients, as well as other information that will allow the Underwriter to properly identify their respective its clients. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. If the foregoing is in accordance with the Underwriter’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the Underwriter in accordance with its terms. Very truly yours, Builders FirstSourceBUILDERS FIRSTSOURCE, Inc. INC. By: /s/ Xxxxxx X. XxXxxxxxx Name: Xxxxxx X. XxXxxxxxx Title: Senior Vice President and General Counsel WARBURG PINCUS PRIVATE EQUITY IXJLL BUILDING HOLDINGS, L.P. By: Warburg Pincus IX GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member LLC By: /s/ Xxxxx Xxxx Xxxxxx Xxxxxxxx Name: Xxxxx Xxxx Xxxxxx Xxxxxxxx Title: Managing Director Authorized Signatory The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES BARCLAYS CAPITAL INC. By: /s/ Xxxxxxxx Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Xxxx Title: Director Vice President SCHEDULE AA Other Information Included in the General Disclosure Package The following information is also included in the General Disclosure Package:

Appears in 1 contract

Samples: Underwriting Agreement (Builders FirstSource, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.