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 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 Underwriters to properly identify their respective clients. Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. Very truly yours, NEW YORK MORTGAGE TRUST, INC. By: /s/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed and accepted as of the date first above mentioned: MXXXXX SXXXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25, 2024 Underwriters Principal Amount of Firm Securities to be Purchased Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 RBC Capital Markets, LLC $ 12,000,000 UBS Securities LLC $ 12,000,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 Total $ 60,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC Holdings, LLC 95.00 % 3149 Landtree JV, LLC 90.00 % GWR Lakeshore Holding, LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June 25, 2024

Appears in 1 contract

Samples: New York Mortgage Trust Inc

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 Underwriters 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 Underwriters Managers and the Forward Purchasers to properly identify their respective clients. Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. [Signature page follows] Very truly yours, NEW YORK MORTGAGE FOUR CORNERS PROPERTY TRUST, INC. By: /s/ Jxxxx X. Xxxxxxx Xxxxxx Xxxxxx Name: Jxxxx X. Xxxxxxx Xxxxxx Xxxxxx Title: Chief Executive Financial Officer Confirmed and accepted FOUR CORNERS OPERATING PARTNERSHIP, LP By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: President Accepted as of the date first written above mentioned: MXXXXX SXXXXXX XXXXXX XXXXXXX & CO. LLC LLC, as Manager, Forward Seller and Forward Purchaser By: /s/ Mxxxxxx Xxxxx Xxxxxx Kong Name: Mxxxxxx Xxxxxx Kong Title: Vice President BARCLAYS CAPITAL INC., as Manager and Forward Seller By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Managing Director BOFA SECURITIES, INC., as Manager and Forward Seller By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director EVERCORE GROUP L.L.C., as Manager By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Senior Managing Director XXXXXXX SACHS & CO. LLC, as Manager and Forward Seller By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC, as Manager and Forward Seller By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Executive Director RBC CAPITAL MARKETSXXXXXXX XXXXX & ASSOCIATES, LLC INC., as Manager, Forward Seller and Forward Purchaser By: /s/ Sxxxxxx Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director, Co-Head of Real Estate Group XXXXX FARGO SECURITIES, LLC, as Manager and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director BANK OF AMERICA, N.A., as Forward Purchaser By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director BARCLAYS BANK PLC, as Forward Purchaser By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Managing Director XXXXXXX XXXXX & CO. LLC, as Forward Purchaser By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Forward Purchaser By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Executive Director XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Forward Purchaser By: /s/ Xxxxxxxx Xxxxx Name: Sxxxxxx Xxxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIESSCHEDULE I Permitted Free Writing Prospectuses SCHEDULE II Due Diligence Protocol Set forth below are guidelines for use by the Company, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXXthe Operating Partnership, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives the Managers and the Forward Purchasers in connection with the Managers’ and the Forward Purchasers’ continuous due diligence efforts in connection with the sale and distribution of the Several Underwriters named Shares pursuant to the Agreement and any Confirmation. For the avoidance of doubt, the Company and the Operating Partnership have agreed that no sales under the Agreement and any Confirmation will be requested or made at any time the Company or the Operating Partnership is, or could be deemed to be, in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25, 2024 Underwriters Principal Amount possession of Firm Securities material non-public information with respect to be Purchased Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 RBC Capital Markets, LLC $ 12,000,000 UBS Securities LLC $ 12,000,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 Total $ 60,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC Holdings, LLC 95.00 % 3149 Landtree JV, LLC 90.00 % GWR Lakeshore Holding, LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June 25, 2024the Company.

Appears in 1 contract

Samples: Other Forwards (Four Corners Property Trust, 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 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 Underwriters to properly identify their respective clients. Please confirmIf the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing and returning to us two (2) counterparts of this Agreement, that in the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwritersspace provided below. Very truly yours, NEW YORK MORTGAGE TRUSTCHARTER COMMUNICATIONS OPERATING, LLC, as an Issuer By: /s/ Jxxxxxx X. Xxxxxx Name: Jxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Finance and Development CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ Jxxxxxx X. Xxxxxx Name: 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/ Jxxxx X. Xxxxxxx Kxxxx Xxxxxx Name: Jxxxx X. Xxxxxxx Kxxxx Xxxxxx Title: Chief Executive Officer Confirmed and accepted Managing Director Accepted as of the date first above mentionedhereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. DEUTSCHE BANK SECURITIES INC. By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Managing Director By: /s/ Sxxxxx Xxxx Name: 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/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Nxxxxxxx Xxxxxx Name: Cxxxxxx Nxxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25, 2024 Underwriters Aggregate Principal Amount of Firm Securities 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 $ 12,000,000 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 $ 12,000,000 UBS Securities LLC 60,500,000 $ 12,000,000 49,500,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx 60,500,000 $ 49,500,000 BNP Paribas Securities Corp. $ 55,000,000 $ 45,000,000 Gxxxxxx Sxxxx & WxxxxCo. 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. $ 6,000,000 Pxxxx Xxxxxxx 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. Co., LLC $ 6,000,000 11,000,000 $ 9,000,000 Tigress Financial Partners LLC $ 11,000,000 $ 9,000,000 Total $ 60,000,000 1,100,000,000 $ 900,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC II SUBSIDIARY GUARANTORS Bresnan Broadband Holdings, LLC 95.00 % 3149 Landtree JVCCO NR Holdings, LLC 90.00 % GWR Lakeshore HoldingCharter Advanced Services (MO), LLC 80.00 % 110 Sxxxxxxxxxx XXCharter Communications VI, L.L.C. Charter Communications, LLC 90.00 % Heritage ParkCharter Distribution, LLC 95.00 % Rain DanceCharter Leasing Holding Company, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola HoldingCharter Procurement Leasing, LLC 80.00 % 828 ASCENT JVDukeNet Communications, LLC 23.60 % SCHEDULE I(tt) 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 Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust IMetro, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan TrustLLC Spectrum NLP, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan TrustLLC Spectrum Northeast, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term SheetLLC Spectrum Oceanic, dated June 25LLC Spectrum Originals, 2024LLC 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 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 Underwriters to properly identify their respective clients. Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that If the foregoing correctly sets forth the agreement among between the Company and the several Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, NEW YORK MORTGAGE TRUSTMOHAWK INDUSTRIES, INC. By: /s/ Jxxxx XXXXX X. Xxxxxxx XXXXXX Name: Jxxxx Xxxxx X. Xxxxxx Title: Chief Financial Officer Accepted: BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED For themselves and as Representatives of the several Underwriters named in Schedule 1 hereto By BARCLAYS CAPITAL INC. By: /s/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed and accepted as of the date first above mentioned: MXXXXX SXXXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director UBS By X.X. XXXXXX SECURITIES LLC By: /s/ Dxxxxxx Xxxxx XXXXXXX X. XXXXXXX Name: Dxxxxxx Xxxxx Xxxxxxx X. Xxxxxxx Title: Associate Executive Director By XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Jxx Xxxxxxxx XXXXXXX XXXXXX Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives of the Several SCHEDULE 1 Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25, 2024 Underwriters Aggregate Principal Amount of Firm Securities Notes to be Purchased Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 RBC Capital Markets, LLC $ 12,000,000 UBS X.X. Xxxxxx Securities LLC $ 12,000,000 Wxxxx 215,385,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 215,385,000 Barclays Capital Inc. 30,769,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 46,153,000 Xxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx46,153,000 ING Financial Markets LLC 9,231,000 Mitsubishi UFJ Securities (USA), Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 9,231,000 Mizuho Securities USA Inc. 9,231,000 Regions Securities LLC 9,231,000 U.S. Bancorp Investments, Inc. 9,231,000 Total $ 60,000,000 600,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC Holdings, LLC 95.00 % 3149 Landtree JV, LLC 90.00 % GWR Lakeshore Holding, LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June 25, 2024Prospectuses

Appears in 1 contract

Samples: Underwriting Agreement (Mohawk Industries 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 Underwriters 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 Underwriters Managers and the Forward Purchasers to properly identify their respective clients. Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that 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 and its acceptance by or on behalf of the several UnderwritersManagers and the Forward Purchasers may be evidenced by an exchange of facsimile or other electronic transmission or other written communications. Very truly yours, NEW YORK MORTGAGE TRUST, INC. ATMOS ENERGY CORPORATION By: /s/ Jxxxx Xxxxxx X. Xxxxxxx Name: Jxxxx Xxxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed Vice President Investor Relations and accepted Treasurer Signature Page to Equity Distribution Agreement BNP PARIBAS SECURITIES CORP. as of the date first above mentioned: MXXXXX SXXXXXX & CO. LLC Manager By: /s/ Mxxxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director BOFA SECURITIES, INC. as Manager By: /s/ Xxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC CIBC WORLD MARKETS CORP. as Manager By: /s/ Dxxxxxx 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: Dxxxxxx Xxxxxxxx Xxxxx Title: Associate Director Signature Page to Equity Distribution Agreement XXXXXXX SACHS & CO. LLC as Manager By: /s/ Jxx Xxxxxxx Xxxxx & Co. LLC Name: Xxxxxxx Park Title: Managing Director Signature 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: Jxx Xxxxxxx X. Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Xxxxx Xxx Name: Cxxxxxx Xxxxxx Xxxxx Xxx Title: Managing Director KXXXXBANK OF AMERICA, BXXXXXXX & WXXXX, INC. N.A. as Forward Purchaser By: /s/ Exxxxx X. Xxxxxx Xxxx Xxxxxxxxxx Name: Exxxxx X. Xxxxxx Xxxx Xxxxxxxxxx Title: Managing Director PXXXX 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/ Jxxxx 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: Jxxxx X. Xxxx Xxxxx Title: Managing Director As Representatives of the Several Underwriters named in XXXXX FARGO BANK, NATIONAL ASSOCIATION as Forward Purchaser By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25A Managers BNP Paribas Securities Corp. 000 Xxxxxxx Xxxxxx Xxx Xxxx, 2024 Underwriters Principal Amount of Firm 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 to be Purchased Mxxxxx Sxxxxxx (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 $ 12,000,000 RBC Capital Markets000 Xxxx Xxxxxx Xxx Xxxx, LLC $ 12,000,000 UBS XX 00000 X.X. Xxxxxx Securities LLC $ 12,000,000 Wxxxx 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 $ 12,000,000 Kxxxx000 Xxxx 00xx Xxxxxx, Bxxxxxxx 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 & WxxxxCo. 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. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 Total $ 60,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JVAtmos Energy Louisiana Industrial Gas, LLC 90.00 % Hxxxxx Place Apts JVAtmos Energy Services, LLC 90.00 % VLC HoldingsAtmos Exploration and Production, Inc. Atmos Gathering Company, LLC 95.00 % 3149 Landtree JVAtmos Pipeline and Storage, LLC 90.00 % GWR Lakeshore HoldingAtmos Power Systems, Inc. Blue Flame Insurance Services, Ltd. Egasco, LLC 80.00 % 110 Sxxxxxxxxxx XXFort Necessity Gas Storage, LLC 90.00 % Heritage ParkPhoenix Gas Gathering Company Trans Louisiana Gas Pipeline, LLC 95.00 % Rain DanceInc. Trans Louisiana Gas Storage, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola HoldingInc. UCG Storage, LLC 80.00 % 828 ASCENT JVInc. WKG Storage, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June 25, 2024Inc. 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 Underwriters Managers 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 Underwriters Managers to properly identify their respective clients. Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that [Signature Pages Follow.] If the foregoing correctly sets forth the agreement among understanding between the Company and the several UnderwritersManagers, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement between the Company and the Managers. Very truly yours, NEW YORK MORTGAGE TRUSTEQUINIX, INC. By: /s/ Jxxxx Xxxxx X. Xxxxxxx Xxxxxx Name: Jxxxx Xxxxx X. Xxxxxxx Xxxxxx Title: Chief Executive Financial Officer Confirmed and accepted ACCEPTED as of the date first above mentioned: MXXXXX SXXXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Executive Director written RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxxx Xxxxx Name: Sxxxxxx Xxxxxx Xxxxx Title: Director XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director UBS CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Xxxx X. Xxxxxxxxxx Name: Dxxxxxx Xxxxx Xxxx X. Xxxxxxxxxx Title: Associate Executive Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INCSchedule A Permitted Free Writing Prospectuses None. By: /s/ Exxxxx Schedule B Authorized Representatives Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxx NameExhibit 3(a)(i) From: Exxxxx X. Xxxxxx Title[ ] Cc: Managing Director PXXXX XXXXXXX & CO. By[ ] To: /s/ Jxxxx Xxxxx Name[ ] Subject: Jxxxx Xxxxx TitleAt-the-Market Offering Ladies and Gentlemen: Managing Director As Representatives of Pursuant to the Several Underwriters named terms and subject to the conditions contained in Schedule I hereto SCHEDULE I Underwriting the Equity Distribution Agreement dated June 25among Equinix, 2024 Underwriters Principal Amount of Firm Securities to be Purchased Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 Inc., a Delaware corporation (the “Company”), and RBC Capital Markets, LLC $ 12,000,000 UBS LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc. and X.X. Xxxxxx Securities LLC $ 12,000,000 Wxxxx Fargo SecuritiesLLC, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 Total $ 60,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC Holdings, LLC 95.00 % 3149 Landtree JV, LLC 90.00 % GWR Lakeshore Holding, LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term Sheetas managers, dated June 25August 4, 20242017 (the “Agreement”), I hereby request on behalf of the Company that [●] sell up to [●] shares of the Company’s common stock, par value $0.001 (the “Shares”) at a minimum market price of $[●] per Share between [ ], 20[ ] and [ ], 20[ ]. [There shall be no limitation on the number of Shares that may be sold on any one (1) day.] [No more than [●] Shares may be sold on any one (1) day.] [Other sales parameters] Very truly yours, By: Name:

Appears in 1 contract

Samples: Equity Distribution Agreement (Equinix 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 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 Underwriters to properly identify their respective clients. Please confirmIf the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing and returning to us two (2) counterparts of this Agreement, that in the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwritersspace provided below. Very truly yours, NEW YORK MORTGAGE TRUSTCHARTER COMMUNICATIONS OPERATING, LLC, as an Issuer By: /s/ Jxxxxxx Xxxxxxx Name: Jxxxxxx Xxxxxxx Title: Executive Vice President, Finance CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ Jxxxxxx Xxxxxxx Name: Jxxxxxx Xxxxxxx Title: Executive Vice President, Finance CCO HOLDINGS, LLC, as a Guarantor By: /s/ Jxxxxxx Xxxxxxx Name: Jxxxxxx Xxxxxxx Title: Executive Vice President, Finance THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERETO, as Guarantors By: /s/ Jxxxxxx Xxxxxxx Name: Jxxxxxx Xxxxxxx Title: Executive Vice President, Finance 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/ Jxxxx Jxxx X. Xxxxxxx XxXxxx Name: Jxxxx Jxxx X. Xxxxxxx XxXxxx Title: Chief Executive Officer Confirmed and accepted Managing Director By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Managing Director Accepted as of the date first above mentionedhereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. MIZUHO SECURITIES USA LLC By: /s/ Jxxx Xxxxx Name: Jxxx 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. MXXXXX SXXXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxx Ian Drewe Name: Mxxxxxx Xxxxx Ian Drewe Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25, 2024 Underwriters Aggregate Principal Amount of Firm Securities 2052 Notes to be Purchased Aggregate Principal Amount of 2061 Notes to be Purchased Deutsche Bank Securities Inc. $ 126,000,000 $ 126,000,000 Mizuho Securities USA LLC $ 126,000,000 $ 126,000,000 Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 126,000,000 $ 126,000,000 Citigroup Global Markets Inc. $ 112,000,000 $ 112,000,000 BofA Securities, Inc. $ 77,000,000 $ 77,000,000 J.X. Xxxxxx Securities LLC $ 77,000,000 $ 77,000,000 Credit Suisse Securities (USA) LLC $ 70,000,000 $ 70,000,000 RBC Capital Markets, LLC $ 12,000,000 UBS Securities 70,000,000 $ 70,000,000 Gxxxxxx Sxxxx & Co. LLC $ 12,000,000 70,000,000 $ 70,000,000 MUFG Securities Americas Inc. $ 70,000,000 $ 70,000,000 TD Securities (USA) LLC $ 70,000,000 $ 70,000,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx70,000,000 $ 70,000,000 BNP Paribas Securities Corp. $ 42,000,000 $ 42,000,000 Barclays Capital Inc. $ 42,000,000 $ 42,000,000 Scotia Capital (USA) Inc. $ 42,000,000 $ 42,000,000 SMBC Nikko Securities America, Inc. $ 6,000,000 Pxxxx 42,000,000 $ 42,000,000 Truist Securities, Inc. $ 42,000,000 $ 42,000,000 Credit Agricole Securities (USA) Inc. $ 28,000,000 $ 28,000,000 U.S. Bancorp Investments, Inc. $ 28,000,000 $ 28,000,000 LionTree Advisors LLC $ 14,000,000 $ 14,000,000 Academy Securities, Inc. $ 14,000,000 $ 14,000,000 Loop Capital Markets LLC $ 14,000,000 $ 14,000,000 MFR Securities, Inc. $ 14,000,000 $ 14,000,000 Sxxxxx X. Xxxxxxx & Co. Company, Inc. $ 6,000,000 14,000,000 $ 14,000,000 Total $ 60,000,000 1,400,000,000 $ 1,400,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC II SUBSIDIARY GUARANTORS Bresnan Broadband Holdings, LLC 95.00 % 3149 Landtree JVCCO NR Holdings, LLC 90.00 % GWR Lakeshore HoldingCharter Advanced Services (MO), LLC 80.00 % 110 Sxxxxxxxxxx XXCharter Communications VI, L.L.C. Charter Communications, LLC 90.00 % Heritage ParkCharter Distribution, LLC 95.00 % Rain DanceCharter Leasing Holding Company, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola HoldingCharter Procurement Leasing, LLC 80.00 % 828 ASCENT JVDukeNet Communications, LLC 23.60 % SCHEDULE I(tt) 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 Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust IMetro, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan TrustLLC Spectrum NLP, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan TrustLLC Spectrum Northeast, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term SheetLLC Spectrum Oceanic, dated June 25LLC Spectrum Originals, 2024LLC 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: 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 Underwriters Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the CompanyCompany and the Guarantors, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters Initial Purchasers to properly identify their respective clients. Please confirmIf the foregoing is in accordance with your understanding of our agreement, by signing please sign and returning return to us two (2) counterparts of the enclosed duplicate hereof, whereupon this Agreementletter and your acceptance shall represent a binding agreement between the Company, that the Representatives are acting on behalf of themselves Guarantor and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several UnderwritersInitial Purchasers. Very truly yours, NEW YORK MORTGAGE TRUST, INC. By: /s/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed and accepted as of the date first above mentioned: MXXXXX SXXXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETSXXXXXXXX EXPEDITIONS, LLC By: /s/ Sxxxxxx Xxxxx Xxxxxxxxxx Name: Sxxxxxx Xxxxx Xxxxxxxxxx Title: Managing Director UBS SECURITIES LLC Chief Financial Officer XXXXXXXX EXPEDITIONS HOLDINGS, INC., as Guarantor By: /s/ Dxxxxxx Xxxxx Xxxxxxxxxx Name: Dxxxxxx Xxxxx Xxxxxxxxxx Title: Associate Director Chief Financial Officer XXXXXXXX MARITIME VENTURES, INC., as Guarantor By: /s/ Jxx Xxxxxxxx Xxxxx Xxxxxxxxxx Name: Jxx Xxxxxxxx Xxxxx Xxxxxxxxxx Title: Managing Director WXXXX FARGO SECURITIESChief Financial Officer SPEX SEA BIRD LTD., LLC as Guarantor By: /s/ Cxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx Title: Managing Director KXXXXChief Financial Officer SPEX SEA LION LTD., BXXXXXXX & WXXXX, INC. as Guarantor By: /s/ Exxxxx X. Xxxxxx Xxxxx Xxxxxxxxxx Name: Exxxxx X. Xxxxxx Xxxxx Xxxxxxxxxx Title: Managing Director PXXXX XXXXXXX & CO. Chief Financial Officer LEX EXPLORER LLC, as Guarantor By: /s/ Jxxxx Xxxxx Xxxxxxxxxx Name: Jxxxx Xxxxx Xxxxxxxxxx Title: Managing Director As Representatives of the Several Underwriters named in Schedule Chief Financial Officer LEX GALAPAGOS PARTNERS I hereto SCHEDULE I Underwriting Agreement dated June 25LLC, 2024 Underwriters Principal Amount of Firm Securities to be Purchased Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 RBC Capital Marketsas Guarantor By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Chief Financial Officer LEX GALAPAGOS PARTNERS II LLC, LLC $ 12,000,000 UBS Securities LLC $ 12,000,000 Wxxxx Fargo Securitiesas Guarantor By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Chief Financial Officer LEX GALAPAGOS PARTNERS III LLC, LLC $ 12,000,000 Kxxxxas Guarantor By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Chief Financial Officer LEX QUEST LLC, Bxxxxxxx & Wxxxxas Guarantor By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Chief Financial Officer LEX VENTURE LLC, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 Total $ 60,000,000 SCHEDULE I(jas Guarantor By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Chief Financial Officer XXXXXXXX XXXXX HOLDING, LTD., as Guarantor By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Chief Financial Officer XXXXXXXX XXXXX (CAYMAN) Entity Company Ownership Constructive LLC 50.00 % Park Place JVII, LLC 90.00 % Hxxxxx Place Apts JVLTD., LLC 90.00 % VLC Holdingsas Guarantor By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Chief Financial Officer LEX ESPRIT LTD., LLC 95.00 % 3149 Landtree JVas Guarantor By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Chief Financial Officer MARVENTURA DE TURISMO CIA. LTDA., LLC 90.00 % GWR Lakeshore Holdingas Guarantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive President METROHOTEL CIA. LTDA., LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June 25, 2024as Guarantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Executive President

Appears in 1 contract

Samples: Lindblad Expeditions Holdings, 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 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 Underwriters to properly identify their respective clients. Please confirmIf the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing and returning to us two (2) counterparts of this Agreement, that in the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwritersspace provided below. Very truly yours, NEW YORK MORTGAGE TRUSTCHARTER COMMUNICATIONS OPERATING, INC. LLC, as an Issuer By: /s/ Jxxxx X. Xxxxxxx Xxxxxx Name: Jxxxx X. Xxxxxxx Xxxxxx Title: Chief Executive Officer Confirmed and accepted 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 first above mentioned: MXXXXX SXXXXXX & COhereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. LLC Deutsche Bank Securities Inc. By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxx Xxxxxx Name: Cxxxxxx Xxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx Xxxx X. Xxxxxx XxXxxx Name: Exxxxx Xxxx X. Xxxxxx XxXxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives Accepted as of the Several date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto 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 Underwriting Agreement dated June 25, 2024 Underwriters Aggregate Principal Amount of Firm Securities 2032 Notes to be Purchased Mxxxxx Sxxxxxx 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 $ 12,000,000 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 $ 12,000,000 UBS 50,000,000.00 $ 32,500,000.00 $ 67,500,000.00 TD Securities (USA) LLC $ 12,000,000 Wxxxx 50,000,000.00 $ 32,500,000.00 $ 67,500,000.00 Xxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx50,000,000.00 $ 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. $ 6,000,000 Pxxxx 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 & Co. Capital Markets LLC $ 6,000,000 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 $ 60,000,000 1,000,000,000 $ 650,000,000 $ 1,350,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC II SUBSIDIARY GUARANTORS Bresnan Broadband Holdings, LLC 95.00 % 3149 Landtree JVCCO NR Holdings, LLC 90.00 % GWR Lakeshore HoldingCharter Advanced Services (MO), LLC 80.00 % 110 Sxxxxxxxxxx XXCharter Communications VI, L.L.C. Charter Communications, LLC 90.00 % Heritage ParkCharter Distribution, LLC 95.00 % Rain DanceCharter Leasing Holding Company, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola HoldingCharter Procurement Leasing, LLC 80.00 % 828 ASCENT JVDukeNet Communications, LLC 23.60 % SCHEDULE I(tt) 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 Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust IMetro, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan TrustLLC Spectrum NLP, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan TrustLLC Spectrum Northeast, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term SheetLLC Spectrum Oceanic, dated June 25LLC Spectrum Originals, 2024LLC 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 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 Underwriters to properly identify their respective clients. Please confirm[Signature Pages Follow] If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing and returning to us two (2) counterparts of this Agreement, that in the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwritersspace provided below. Very truly yours, NEW YORK MORTGAGE TRUSTCHARTER COMMUNICATIONS OPERATING, LLC, as an Issuer By: /s/ Jxxxxxx X. Xxxxxx Name: Jxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Finance and Development CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ Jxxxxxx X. Xxxxxx Name: 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. CITIGROUP GLOBAL MARKETS INC. By: /s/ Jxxxx Bxxxx X. Xxxxxxx Xxxxxxxxx Name: Jxxxx Bxxxx X. Xxxxxxx Xxxxxxxxx Title: Chief Executive Officer Confirmed and accepted Managing Director Accepted as of the date first above mentionedhereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. DEUTSCHE BANK SECURITIES INC. By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Managing Director By: /s/ Kxxxx Xxxxx Name: Kxxxx Xxxxx 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/ Mxxxxxx Xxxxx Yurij Slyz Name: Mxxxxxx Xxxxx Yurij Slyz Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25, 2024 Underwriters Aggregate Principal Amount of Firm Securities 2029 Notes to be Purchased Aggregate Principal Amount of 2042 Notes to be Purchased Aggregate Principal Amount of 2062 Notes to be Purchased Citigroup Global Markets Inc. $ 112,500,000 $ 121,500,000 $ 126,000,000 Deutsche Bank Securities Inc. $ 112,500,000 $ 121,500,000 $ 126,000,000 Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 112,500,000 $ 121,500,000 $ 126,000,000 J.X. Xxxxxx Securities LLC $ 75,000,000 $ 81,000,000 $ 84,000,000 Mizuho Securities USA LLC $ 75,000,000 $ 81,000,000 $ 84,000,000 BofA Securities, Inc. $ 68,750,000 $ 74,250,000 $ 77,000,000 Credit Suisse Securities (USA) LLC $ 68,750,000 $ 74,250,000 $ 77,000,000 MUFG Securities Americas Inc. $ 68,750,000 $ 74,250,000 $ 77,000,000 Wxxxx Fargo Securities, LLC $ 68,750,000 $ 74,250,000 $ 77,000,000 Gxxxxxx Sachs & Co. LLC $ 62,500,000 $ 67,500,000 $ 70,000,000 RBC Capital Markets, LLC $ 12,000,000 UBS 62,500,000 $ 67,500,000 $ 70,000,000 TD Securities (USA) LLC $ 12,000,000 Wxxxx Fargo Securities, LLC 62,500,000 $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx67,500,000 $ 70,000,000 Barclays Capital Inc. $ 37,500,000 $ 40,500,000 $ 42,000,000 BNP Paribas Securities Corp. $ 37,500,000 $ 40,500,000 $ 42,000,000 Scotia Capital (USA) Inc. $ 37,500,000 $ 40,500,000 $ 42,000,000 SMBC Nikko Securities America, Inc. $ 6,000,000 Pxxxx 37,500,000 $ 40,500,000 $ 42,000,000 Truist Securities, Inc. $ 37,500,000 $ 40,500,000 $ 42,000,000 Credit Agricole Securities (USA) Inc. $ 25,000,000 $ 27,000,000 $ 28,000,000 U.S. Bancorp Investments, Inc. $ 25,000,000 $ 27,000,000 $ 28,000,000 Academy Securities, Inc. $ 12,500,000 $ 13,500,000 $ 14,000,000 LionTree Advisors LLC $ 12,500,000 $ 13,500,000 $ 14,000,000 Loop Capital Markets LLC $ 12,500,000 $ 13,500,000 $ 14,000,000 MFR Securities, Inc. $ 12,500,000 $ 13,500,000 $ 14,000,000 Sxxxxx X. Xxxxxxx & Co. Company, Inc. $ 6,000,000 12,500,000 $ 13,500,000 $ 14,000,000 Total $ 60,000,000 1,250,000,000 $ 1,350,000,000 $ 1,400,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC II SUBSIDIARY GUARANTORS Bresnan Broadband Holdings, LLC 95.00 % 3149 Landtree JVCCO NR Holdings, LLC 90.00 % GWR Lakeshore HoldingCharter Advanced Services (MO), LLC 80.00 % 110 Sxxxxxxxxxx XXCharter Communications VI, L.L.C. Charter Communications, LLC 90.00 % Heritage ParkCharter Distribution, LLC 95.00 % Rain DanceCharter Leasing Holding Company, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola HoldingCharter Procurement Leasing, LLC 80.00 % 828 ASCENT JVDukeNet Communications, LLC 23.60 % SCHEDULE I(tt) 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 Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust IMetro, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan TrustLLC Spectrum NLP, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan TrustLLC Spectrum Northeast, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term SheetLLC Spectrum Oceanic, dated June 25LLC Spectrum Originals, 2024LLC 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: 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 Underwriters 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 Underwriters Managers and the Forward Purchasers to properly identify their respective clients. Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that 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 and its acceptance by or on behalf of the several UnderwritersManagers and the Forward Purchasers may be evidenced by an exchange of facsimile or other electronic transmission or other written communications. Very truly yours, NEW YORK MORTGAGE TRUST, INC. ATMOS ENERGY CORPORATION By: /s/ Jxxxx Xxxxxx X. Xxxxxxx Name: Jxxxx Xxxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed Vice President of Investor Relations and accepted Treasurer Signature Page to Equity Distribution Agreement BNP PARIBAS SECURITIES CORP. as Manager By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director BOFA SECURITIES, INC. as Manager By: /s/ Xxxxxxx Xxxxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxxxx 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: MD, Head of the date first above mentionedGIB Americas FIFTH THIRD SECURITIES, INC. as Manager By: MXXXXX SXXXXXX /s/ Xxxxxxxx Xxxxx Xxxxx Name: Xxxxxxxx Xxxxx Xxxxx Title: Managing Director, SVP Signature Page to Equity Distribution Agreement XXXXXXX SACHS & CO. LLC as Manager By: /s/ Mxxxxxx Xxxxxxx Xxxxx & Co. LLC Name: Mxxxxxx Xxxxx Xxxxxxx Park Title: Managing Director Signature Page to Equity Distribution Agreement X.X. XXXXXX SECURITIES LLC as Manager By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Executive Director RBC CAPITAL MARKETS, MIZUHO SECURITIES USA LLC as Manager By: /s/ Sxxxxxx Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. as Manager By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director REGIONS SECURITIES LLC as Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director 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: Sxxxxxx Xxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC BNP PARIBAS as Forward Purchaser By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxx Xxxxxxxx Name: Jxx Xxxxxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Xxxxx Xxx Name: Cxxxxxx Xxxxxx Xxxxx Xxx Title: Managing Director KXXXXBANK OF AMERICA, BXXXXXXX & WXXXX, INC. N.A. as Forward Purchaser By: /s/ Exxxxx X. Xxxxxx Xxxx Xxxxxxxxxx Name: Exxxxx X. Xxxxxx Xxxx Xxxxxxxxxx Title: Managing Director PXXXX 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-Xxxx Xxxxxx Name: Xxxx-Xxxx Xxxxxx Title: MD, Head of GIB Americas Signature Page to Equity Distribution Agreement XXXXXXX XXXXX & CO. LLC as Forward Purchaser By: /s/ Jxxxx Xxxxxxx Sachs & Co. LLC 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/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director MUFG SECURITIES EMEA PLC as Forward Purchaser By: /s/ Xxxxxxxxx Xxxxx Name: Jxxxx Xxxxxxxxx Xxxxx Title: Authorized Signatory Signature Page to Equity Distribution Agreement 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/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25A Managers TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx XXX Xxxxxxx Securities Corp. Xxx Xxxx, 2024 Underwriters Principal Amount of Firm Securities to be Purchased Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 RBC Capital MarketsXX 00000 000 Xxxxxxx Xxxxxx Xxx Xxxx, LLC $ 12,000,000 UBS Securities LLC $ 12,000,000 Wxxxx XX 00000 Xxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx000 Xxxx 00xx Xxxxxx, Bxxxxxxx & Wxxxx00xx Xxxxx BofA Securities, Inc. $ 6,000,000 Pxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Forward Purchasers CIBC World Markets Corp. BNP Paribas 000 Xxxxxxx Xxxxxx, 0xx Xxxxx 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000 Credit Agricole Securities (USA) Inc. Bank of America, N.A. 1301 Avenue of the Americas Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000 Fifth Third Securities, Inc. Canadian Imperial Bank of Commerce 000 Xxxxxx Xxxxxx, Xxxxx 000 300 Madison Avenue, 5th Floor Maildrop: UTFC6B Xxx Xxxx, XX 00000 Xxxxxxxxx, XX 00000 Crédit Agricole Corporate and Xxxxxxx Xxxxx & Co. $ 6,000,000 Total $ 60,000,000 SCHEDULE I(jLLC Investment Bank c/o Credit Agricole 000 Xxxx Xxxxxx Xxxxxxxxxx (XXX) Entity Company Ownership Constructive Inc., as Agent Xxx Xxxx, XX 00000 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 X.X. Xxxxxx Securities LLC 50.00 % Park Place JV000 Xxxxxxx Xxxxxx Xxxxxxx Xxxxx & Co. LLC Xxx Xxxx, XX, 00000 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Mizuho Securities USA LLC 1271 Avenue of the Americas JPMorgan Chase Bank, National Xxx Xxxx, XX 00000 Association, New York Branch 000 Xxxxxxx Xxxxxx MUFG Securities Americas Inc. Xxx Xxxx, XX 00000 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Mizuho Markets Americas LLC c/o Mizuho Securities USA LLC Regions Securities LLC 1271 Avenue of the Americas 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxx, XX 00000 Xxxxxxxxx, XX 00000 MUFG Securities EMEA plc Truist Securities, Inc. Ropemaker Place, 00 Xxxxxxxxx Xxxxxx 3333 Peachtree Road NE, 00xx Xxxxx Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx Xxxxxxx, XX 00000 Schedule A The Toronto-Dominion Bank c/o TD Securities (USA) LLC, as agent 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 90.00 % Hxxxxx Place Apts JV000 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 90.00 % VLC HoldingsAtmos Energy Services, LLC 95.00 % 3149 Landtree JVAtmos Exploration and Production, Inc. Atmos Gathering Company, LLC 90.00 % GWR Lakeshore HoldingAtmos Pipeline and Storage, LLC 80.00 % 110 Sxxxxxxxxxx XXAtmos Power Systems, Inc. Blue Flame Insurance Services, Ltd. Egasco, LLC 90.00 % Heritage ParkFort Necessity Gas Storage, LLC 95.00 % Rain DancePhoenix Gas Gathering Company Trans Louisiana Gas Pipeline, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola HoldingInc. Trans Louisiana Gas Storage, LLC 80.00 % 828 ASCENT JVInc. UCG Storage, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust IInc. WKG Storage, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June 25, 2024Inc. 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 Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the 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 Underwriters to properly identify their respective clients. Please confirmEach of the parties 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. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing and returning to us two (2) counterparts of this Agreement, that in the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwritersspace provided below. Very truly yours, NEW YORK MORTGAGE TRUSTyours AVNET, INC. By: /s/ Jxxxx X. Xxxxxx Xxxxxxx Name: Jxxxx X. Xxxxxx Xxxxxxx Title: Chief Executive Financial Officer Confirmed and accepted as of the date first above mentioned: MXXXXX SXXXXXX & CO[Underwriting Agreement] BOFA SECURITIES, INC. LLC By: /s/ Mxxxxxx Xxxxx Xxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Xxxxxx Xxxxxxxx Title: Managing Director UBS X.X. XXXXXX SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Xxxxxx Xxxxxxxxx Title: Managing Director WXXXX XXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives For themselves and on behalf of the Several several Underwriters named listed in Schedule I hereto B hereto. [Underwriting Agreement] SCHEDULE I Underwriting Agreement dated June 25, 2024 Underwriters Principal Amount of Firm Securities to be Purchased Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 RBC Capital Markets, LLC $ 12,000,000 UBS Securities LLC $ 12,000,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 Total $ 60,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC Holdings, LLC 95.00 % 3149 Landtree JV, LLC 90.00 % GWR Lakeshore Holding, LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II A Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June May 4, 2021, relating to the Securities, as filed pursuant to Rule 433 under the Act. AVNET, INC. PRICING TERM SHEET May 4, 2021 $300,000,000 3.000% Senior Notes due 2031 Issuer: Avnet, Inc. Ratings (Xxxxx’x / S&P / Fitch)*: Intentionally excluded. Principal Amount: $300,000,000 Trade Date: May 4, 2021 Settlement Date: May 6, 2021 (T+2) Maturity: May 15, 2031 Coupon (Interest Rate): 3.000% Yield to Maturity: 3.091% Price to Public: 99.220% of the principal amount Spread to Benchmark Treasury: 150 basis points Benchmark Treasury: 1.125% due February 15, 2031 Benchmark Treasury Price and Yield: 95-25+; 1.591% Interest Payment Dates: Semi-annually on May 15 and November 15 of each year, 2024commencing on November 15, 2021 Make-Whole Call: Make-whole call at any time prior to February 15, 2031 at the greater of 100% of the principal amount of the notes being redeemed or the discounted present value of the remaining scheduled payments of principal and interest at the treasury rate plus 25 basis points, plus accrued and unpaid interest to the date of redemption. Par Call: At any time on or after February 15, 2031, 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. Denominations: $2,000 and integral multiples of $1,000 in excess thereof Day Count Convention: 30/360 CUSIP Number: 000000XX0 ISIN Number: US053807AU73 Joint Book-Running Managers: BofA Securities, Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC Senior Co-Managers BNP Paribas Securities Corp. Mizuho Securities USA LLC MUFG Securities Americas Inc. Scotia Capital (USA) Inc. Truist Securities, Inc. Junior Co-Managers Academy Securities, Inc. Commerz Markets LLC HSBC Securities (USA) Inc. KBC Securities USA LLC Loop Capital Markets LLC PNC Capital Markets LLC X. Xxxxxxx & Co., LLC Xxxxxxx Xxxxxxxx Shank & Co., LLC SMBC Nikko Securities America, 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. 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 or Xxxxx Fargo Securities, LLC can arrange to send you the prospectus if you request it by calling or e-mailing BofA Securities, Inc. at 1-800-294-1322 or xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx; X.X. Xxxxxx Securities LLC at 000-000-0000; or Xxxxx Fargo Securities, LLC at 1-800-645- 3751. SCHEDULE B Underwriter Principal Amount of Notes to be Purchased BofA Securities, Inc. $ 63,000,000 X.X. Xxxxxx Securities LLC 63,000,000 Xxxxx Fargo Securities, LLC 63,000,000 BNP Paribas Securities Corp. 13,200,000 Mizuho Securities USA LLC 13,200,000 MUFG Securities Americas Inc. 13,200,000 Scotia Capital (USA) Inc. 13,200,000 Truist Securities, Inc. 13,200,000 Academy Securities, Inc. 6,000,000 Commerz Markets LLC 3,000,000 HSBC Securities (USA) Inc. 3,000,000 KBC Securities USA LLC 3,000,000 Loop Capital Markets LLC 6,000,000 PNC Capital Markets LLC 6,000,000 X. Xxxxxxx & Co., LLC 3,000,000 Xxxxxxx Xxxxxxxx Shank & Co., LLC 3,000,000 SMBC Nikko Securities America, Inc. 3,000,000 Standard Chartered Bank 3,000,000 U.S. Bancorp Investments, Inc. 3,000,000 UniCredit Capital Markets LLC 3,000,000 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 PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)), the 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 Underwriters to properly identify their respective clients. Please confirmIf the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing and returning to us two (2) counterparts of this Agreement, that in the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwritersspace provided below. Very truly yours, NEW YORK MORTGAGE TRUSTCHARTER COMMUNICATIONS OPERATING,LLC, INCas an Issuer By: /s/ Jxxxxxx X. Xxxxxx Name: Jxxxxxx X. Xxxxxx Title: Senior Vice President, Corporate Finance and Development CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ Jxxxxxx X. Xxxxxx Name: 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. J.X. XXXXXX SECURITIES LLC By: /s/ Som Bxxxxxxxxxxxx Name: Som Bxxxxxxxxxxxx Title: Executive 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/ Jxxxx XxXxxxx Name: Jxxxx XxXxxxx Title: Vice President Accepted as of the date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. WXXXX FARGO SECURITIES, LLC By: /s/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed and accepted as of the date first above mentioned: MXXXXX SXXXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25, 2024 Underwriters Aggregate Principal Amount of Firm Securities 2033 Notes to be Purchased Aggregate Principal Amount of 2053 Notes to be Purchased Aggregate Principal Amount of 2063 Notes to be Purchased J.X. Xxxxxx Securities LLC $ 90,000,000 $ 135,000,000 $ 90,000,000 Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 90,000,000 $ 135,000,000 $ 90,000,000 Wxxxx Fargo Securities, LLC $ 90,000,000 $ 135,000,000 $ 90,000,000 Deutsche Bank Securities Inc. $ 65,000,000 $ 97,500,000 $ 65,000,000 Citigroup Global Markets Inc. $ 60,000,000 $ 90,000,000 $ 60,000,000 BofA Securities, Inc. $ 55,000,000 $ 82,500,000 $ 55,000,000 Mizuho Securities USA LLC $ 55,000,000 $ 82,500,000 $ 55,000,000 MUFG Securities Americas Inc. $ 55,000,000 $ 82,500,000 $ 55,000,000 Credit Suisse Securities (USA) LLC $ 50,000,000 $ 75,000,000 $ 50,000,000 Gxxxxxx Sxxxx & Co. LLC $ 50,000,000 $ 75,000,000 $ 50,000,000 RBC Capital Markets, LLC $ 12,000,000 UBS 50,000,000 $ 75,000,000 $ 50,000,000 TD Securities (USA) LLC $ 12,000,000 Wxxxx Fargo Securities, LLC 50,000,000 $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx75,000,000 $ 50,000,000 Barclays Capital Inc. $ 30,000,000 $ 45,000,000 $ 30,000,000 BNP Paribas Securities Corp. $ 30,000,000 $ 45,000,000 $ 30,000,000 Scotia Capital (USA) Inc. $ 30,000,000 $ 45,000,000 $ 30,000,000 SMBC Nikko Securities America, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. 30,000,000 $ 6,000,000 45,000,000 $ 30,000,000 Truist Securities, Inc. $ 30,000,000 $ 45,000,000 $ 30,000,000 Credit Agricole Securities (USA) Inc. $ 20,000,000 $ 30,000,000 $ 20,000,000 U.S. Bancorp Investments, Inc. $ 20,000,000 $ 30,000,000 $ 20,000,000 Cxxxxxx Capital Markets LLC $ 10,000,000 $ 15,000,000 $ 10,000,000 Castle Oak Securities, L.P. $ 10,000,000 $ 15,000,000 $ 10,000,000 LionTree Advisors LLC $ 10,000,000 $ 15,000,000 $ 10,000,000 MFR Securities, Inc. $ 10,000,000 $ 15,000,000 $ 10,000,000 Multi-Bank Securities, Inc. $ 10,000,000 $ 15,000,000 $ 10,000,000 Total $ 60,000,000 1,000,000,000 $ 1,500,000,000 $ 1,000,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC II SUBSIDIARY GUARANTORS Bresnan Broadband Holdings, LLC 95.00 % 3149 Landtree JVCCO NR Holdings, LLC 90.00 % GWR Lakeshore HoldingCharter Advanced Services (MO), LLC 80.00 % 110 Sxxxxxxxxxx XXCharter Communications VI, L.L.C. Charter Communications, LLC 90.00 % Heritage ParkCharter Distribution, LLC 95.00 % Rain DanceCharter Leasing Holding Company, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola HoldingCharter Procurement Leasing, LLC 80.00 % 828 ASCENT JVDukeNet Communications, LLC 23.60 % SCHEDULE I(tt) 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 Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust IMetro, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan TrustLLC Spectrum NLP, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan TrustLLC Spectrum Northeast, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term SheetLLC Spectrum Oceanic, dated June 25LLC Spectrum Originals, 2024LLC 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: 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 Underwriters 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 Underwriters Managers and the Forward Purchasers to properly identify their respective clients. Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that 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 and its acceptance by or on behalf of the several UnderwritersManagers and the Forward Purchasers may be evidenced by an exchange of facsimile or other electronic transmission or other written communications. Very truly yours, NEW YORK MORTGAGE TRUST, INC. ATMOS ENERGY CORPORATION By: /s/ Jxxxx Xxxxxx X. Xxxxxxx Name: Jxxxx Xxxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed Vice President of Investor Relations and accepted Treasurer Signature Page to Equity Distribution Agreement BNP PARIBAS SECURITIES CORP. as of the date first above mentioned: MXXXXX SXXXXXX & CO. LLC Manager By: /s/ Mxxxxxx Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Managing Director 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: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC FIFTH THIRD SECURITIES, INC. as Manager By: /s/ Dxxxxxx 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: Dxxxxxx Xxxxx Xxxxx Title: Associate 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/ Jxx Xxxxxxx Xxxxxxxx Name: Jxx Xxxxxxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIESBANK OF AMERICA, LLC N.A. as Forward Purchaser By: /s/ Cxxxxxx Xxxxx Xxxxx Name: Xxxxx Xxxxx 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/ Xxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxx Xxxxxx Name: Exxxxx X. Xxxxx Xxxxxx Title: Managing Director PXXXX XXXXXXX XXXXX & CO. LLC as Forward Purchaser By: /s/ Jxxxx Xxxxxxx Xxxxx Name: Jxxxx Xxxxxxx Xxxxx Title: Managing Director As Representatives of the Several Underwriters named in 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 I hereto SCHEDULE I Underwriting Agreement dated June 25A Managers BNP Paribas Securities Corp. 000 Xxxxxxx Xxxxxx New York, 2024 Underwriters Principal Amount of Firm 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 to be Purchased Mxxxxx Sxxxxxx (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 $ 12,000,000 RBC Capital Markets000 Xxxx Xxxxxx New York, LLC $ 12,000,000 UBS NY 10282 Huntington Securities, Inc. 00 Xxxxx Xxxx Xxxxxx Columbus, Ohio 43215 X.X. Xxxxxx Securities LLC $ 12,000,000 Wxxxx 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 $ 12,000,000 Kxxxx000 Xxxx 00xx Xxxxxx, Bxxxxxxx 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 & WxxxxCo. LLC 000 Xxxx Xxxxxx New York, NY 10282 Huntington Securities, Inc. $ 6,000,000 Pxxxx 00 Xxxxx Xxxx Xxxxxx Columbus, Ohio 43215 JPMorgan Chase Bank, National Association, New York Branch 000 Xxxxxxx & Co. $ 6,000,000 Total $ 60,000,000 SCHEDULE I(jXxxxxx 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) Entity Company Ownership Constructive LLC 50.00 % Park Place JVLLC, 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 90.00 % Hxxxxx Place Apts JV000 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 90.00 % VLC HoldingsAtmos Energy Louisiana Industrial Gas, LLC 95.00 % 3149 Landtree JVAtmos Energy Services, LLC 90.00 % GWR Lakeshore HoldingAtmos Exploration and Production, Inc. Atmos Gathering Company, LLC 80.00 % 110 Sxxxxxxxxxx XXAtmos Pipeline and Storage, LLC 90.00 % Heritage ParkAtmos Power Systems, Inc. Blue Flame Insurance Services, Ltd. Egasco, LLC 95.00 % Rain DanceFort Necessity Gas Storage, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola HoldingPhoenix Gas Gathering Company Trans Louisiana Gas Pipeline, LLC 80.00 % 828 ASCENT JVInc. Trans Louisiana Gas Storage, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust IInc. UCG Storage, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan TrustInc. WKG Storage, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June 25, 2024Inc. 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 Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the 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 Underwriters to properly identify their respective clients. Please confirmEach of the parties 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. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing and returning to us two (2) counterparts of this Agreement, that in the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwritersspace provided below. Very truly yours, NEW YORK MORTGAGE TRUSTyours AVNET, INC. By: /s/ Jxxxx Xxxxxxx X. Xxxxxxx Xxxxxxxx Name: Jxxxx Xxxxxxx X. Xxxxxxx Xxxxxxxx Title: Chief Executive Financial Officer Confirmed and accepted as of the date first above mentioned: MXXXXX SXXXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO BOFA SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Xxxxxxxx Name: Exxxxx X. Xxxxxx Xxxxxxxx Title: Managing Director PXXXX XXXXXXX & COX.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director SCOTIA CAPITAL (USA) INC. By: /s/ Jxxxx Xxxxx Xxxx Xxxx Name: Jxxxx Xxxxx Xxxx Xxxx Title: Managing Director As Representatives TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director For themselves and on behalf of the Several several Underwriters named listed in Schedule I hereto C hereto. SCHEDULE I Underwriting Agreement dated June 25, 2024 Underwriters Principal Amount of Firm Securities to be Purchased Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 RBC Capital Markets, LLC $ 12,000,000 UBS Securities LLC $ 12,000,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 Total $ 60,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC Holdings, LLC 95.00 % 3149 Landtree JV, LLC 90.00 % GWR Lakeshore Holding, LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II A General Use Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June 25March 6, 20242023, 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 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 Underwriters to properly identify their respective clients. Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. Very truly yours, NEW YORK MORTGAGE TRUST, INC. By: /s/ Jxxxx Xxxxxx X. Xxxxxxx Xxxxx Name: Jxxxx Xxxxxx X. Xxxxxxx Xxxxx Title: Chief Executive Officer Confirmed and accepted as of the date first above mentioned: MXXXXX SXXXXXX XXXXXX XXXXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxx Xxxxxxx Xxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Xxxxxxx Xxxx Title: Managing Director As Representative of the Several Underwriters named in Schedule I hereto Confirmed and accepted as of the date first above mentioned: UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Xxxx Xxxxxxx Name: Dxxxxxx Xxxxx Xxxx Xxxxxxx Title: Managing Director By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives Representative of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25July 17, 2024 2019 Underwriters Principal Amount Number of Firm Securities to be Purchased Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC $ 12,000,000 RBC Capital Markets, LLC $ 12,000,000 UBS Securities LLC $ 12,000,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 8,000,000 Total $ 60,000,000 20,000,000 SCHEDULE I(j1(j) Entity Company Ownership Constructive Kiawah River View Investors LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC Holdings, LLC 95.00 % 3149 Landtree JV, LLC 90.00 % GWR Lakeshore Holding, LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % 36 SCHEDULE I(tt1(ww) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus None. SCHEDULE III Pricing Term Sheetand Other Information 20,000,000 shares with an option to purchase up to 3,000,000 additional shares. The price per share for the Securities shall be, dated June 25as to each investor, 2024the price paid by such investor.

Appears in 1 contract

Samples: Underwriting Agreement (New York Mortgage Trust Inc)

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 Underwriters are required to obtain, verify and record information that identifies their respective its clients, including the CompanyCompany and the Parent Guarantor, which information may include the name and address of their respective its clients, as well as other information that will allow the Underwriters to properly identify their respective clients. Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that 36 If the foregoing correctly sets forth the agreement among between the Company Company, the Parent Guarantor and the several Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, NEW YORK MORTGAGE TRUSTMOHAWK CAPITAL FINANCE S.A. By: /s/ Cornelis Xxxxxxxx Xxxxxxxxx Name: Cornelis Xxxxxxxx Xxxxxxxxx Title: Class A Director MOHAWK CAPITAL FINANCE S.A. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Class B Director MOHAWK INDUSTRIES, INC. By: /s/ Jxxxx X. Xxxxxxx Xxxxxxxx Xxxxxxxxxx Name: Jxxxx X. Xxxxxxx Xxxxxxxx Xxxxxxxxxx Title: Chief Executive Officer Confirmed Vice President and accepted as of the date first above mentionedTreasurer Accepted: MXXXXX SXXXXXX & CO. LLC MUFG SECURITIES EMEA PLC By: /s/ Mxxxxxx Xxxxx Xxxxxx Xxxx Name: Mxxxxxx Xxxxx Xxxxxx Xxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives of the Several Authorised Signatory Exhibit 10.1 SCHEDULE 1 Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25, 2024 Underwriters Aggregate Principal Amount of Firm the Securities to be Purchased Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 RBC MUFG Securities EMEA plc 300,000,000 Total 300,000,000 Schedule 1- 1 SCHEDULE 2 Filed pursuant to Rule 433 Registration Statement No. 333-219716 September 5, 2017 Term Sheet 2 Year EUR Floating Rate Note ("the Notes") Issuer: Mohawk Capital Markets, LLC $ 12,000,000 UBS Securities LLC $ 12,000,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & WxxxxFinance S.A. Guarantor: Mohawk Industries, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 Total $ 60,000,000 SCHEDULE I(jStatus: Senior, unsecured Guarantor Ratings: Baa1/BBB+/BBB+ (Xxxxx’x/S&P/Fitch) Entity Company Ownership Constructive LLC 50.00 Principal Amount: EUR 300,000,000 Offering Format: SEC Registered Issue Price: 100% Park Place JVRedemption Price: 100% Trade Date: 05 September 2017 Issue Date: 11 September 2017 Maturity Date: 11 September 2019 Rate of Interest: + Minimum Rate of Interest: EUR 0.00% pa Interest Payment Dates: Quarterly on 11 September, LLC 90.00 % Hxxxxx Place Apts JV11 December, LLC 90.00 % VLC Holdings11 March and 11 June in each year from and including 11 December 2017 up to and including the Maturity Date Interest Rate Determination: Screen Rate Determination Relevant Screen Page: Reuters EURIBOR01 Interest Rate Determination Date(s): The second day on which the TARGET2 System is open prior to the start of each Interest Period Day Count Fraction: Act/360 Payment Day Convention: Modified Following Coupon Payment Convention: Adjusted Call Option: None Clearing: Euroclear / Clearstream Notes Format: Registered, LLC 95.00 % 3149 Landtree JVClassic Global Note Dealer: MUFG Securities EMEA plc Principal Paying Agent: Elavon Financial Services DAC, LLC 90.00 % GWR Lakeshore Holding, LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % SCHEDULE I(tt) UK Branch Calculation Agent: Principal Paying Agent Trustee: U.S. Bank National Association Listing: New York Mortgage Trust 2005-1 Stock Exchange Payment Business Days: New York, London, TARGET2 Documentation: Preliminary Prospectus Supplement dated 4 September 2017 Governing Law: New York Mortgage Trust 2005ISIN Code: XS1681852940 Denominations: EUR 100,000 x EUR 100,000 * 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. We expect that delivery of the notes will be made against payment therefor on or about the closing date which will be on or about the fourth business day following the date of pricing of the notes (this settlement cycle being referred to as “T+4”). Under Rule 15c6-2 New York Mortgage Trust 2005l of the Exchange Act, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+4, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing or the next succeeding business day should consult their own advisor. 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, MUFG Securities EMEA plc can arrange to send you the prospectus if you request it by calling MUFG Securities EMEA plc at +00-00-0000-0000. This pricing term sheet supplements the preliminary prospectus supplement issued by Mohawk Capital Finance S.A. dated September 4, 2017. . SCHEDULE 3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June 25, 2024Prospectuses

Appears in 1 contract

Samples: Mohawk Industries 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 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 Underwriters to properly identify their respective clients. Please confirm[Signature Page Follows] Very truly yours, by signing VOYA FINANCIAL, INC. By: /s/ XXXXXX X. XXXXXX, XX. Name: Xxxxxx X. Xxxxxx, Xx. Title: Chairman and returning to us two (2) counterparts Chief Executive Officer By: /s/ XXXXX X. XXXXXXXXXXX Name: Xxxxx X. Xxxxxxxxxxx Title: Executive Vice President and Chief Financial Officer ING GROEP N.V. By: /s/ X. XXXXXXXXXXXX Name: X. Xxxxxxxxxxxx Title: Head of this AgreementING Bank Acquisitions & Divestments By: /s/ C. BLOKBERGEN Name: C. Blokbergen Title: Head of Corporate Legal Department Accepted as of the date hereof XXXXXXX LYNCH, that the Representatives are acting PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC Acting severally on behalf of themselves and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. Very truly yoursnamed in Schedule I hereto XXXXXXX LYNCH, NEW YORK MORTGAGE TRUSTPIERCE, INC. XXXXXX & XXXXX INCORPORATED By: /s/ Jxxxx X. Xxxxxxx XXXXX XXXXXXXXX Name: Jxxxx X. Xxxxxxx Xxxxx Xxxxxxxxx Title: Chief Executive Officer Confirmed and accepted as of the date first above mentioned: MXXXXX SXXXXXX Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxx XXXXXX XXXXXX Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25Underwriter Number of Shares To Be Purchased Xxxxxxx Lynch, 2024 Underwriters Principal Amount of Firm Securities to be Purchased Mxxxxx Sxxxxxx Pierce, Xxxxxx & Xxxxx Incorporated 11,138,997 Xxxxxx Xxxxxxx & Co. LLC $ 12,000,000 RBC Capital Markets, LLC $ 12,000,000 UBS Securities LLC $ 12,000,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 Total $ 60,000,000 11,138,996 Total: 22,277,993 SCHEDULE I(jII(A) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC Holdings, LLC 95.00 % 3149 Landtree JV, LLC 90.00 % GWR Lakeshore Holding, LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June 25, 2024Time of Sale Prospectus

Appears in 1 contract

Samples: Underwriting Agreement (Voya Financial, 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 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 Underwriters to properly identify their respective clients. Please confirmIf the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing and returning to us two (2) counterparts of this Agreement, that in the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwritersspace provided below. Very truly yours, NEW YORK MORTGAGE TRUSTCHARTER COMMUNICATIONS OPERATING, INC. LLC, as an Issuer By: /s/ Jxxxx Jxxxxxx X. Xxxxxxx Xxxxxx Name: Jxxxx Jxxxxxx X. Xxxxxxx Xxxxxx Title: Chief Executive Officer Confirmed Senior Vice President, Corporate Finance and accepted Development CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer By: /s/ Jxxxxxx X. Xxxxxx Name: 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 first above mentioned: MXXXXX SXXXXXX & COhereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto. LLC By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC BARCLAYS CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives Accepted as of the Several date hereof Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto hereto. CITIGROUP GLOBAL MARKETS INC. By: /s/ Axxx X. Xxxxxxx Name: 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 Underwriting Agreement dated June 25, 2024 Underwriters Aggregate Principal Amount of Firm Securities 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 $ 12,000,000 120,000,000 $ 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 $ 12,000,000 UBS 82,500,000 $ 82,500,000 Mizuho Securities USA LLC $ 12,000,000 78,750,000 $ 78,750,000 MUFG Securities Americas Inc. $ 78,750,000 $ 78,750,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx 78,750,000 $ 78,750,000 Gxxxxxx Sxxxx & WxxxxCo. 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. $ 6,000,000 Pxxxx 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 & Co. Company, Inc. $ 6,000,000 15,000,000 $ 15,000,000 Total $ 60,000,000 1,500,000,000 $ 1,500,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC II SUBSIDIARY GUARANTORS Bresnan Broadband Holdings, LLC 95.00 % 3149 Landtree JVCCO NR Holdings, LLC 90.00 % GWR Lakeshore HoldingCharter Advanced Services (MO), LLC 80.00 % 110 Sxxxxxxxxxx XXCharter Communications ASC, LLC 90.00 % Heritage ParkCharter Communications, LLC 95.00 % Rain DanceCharter Communications SSC, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola HoldingCharter Communications VI HoldCo, LLC 80.00 % 828 ASCENT JVCharter Communications VI, L.L.C. Charter Distribution, LLC 23.60 % SCHEDULE I(tt) 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 Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust IMetro, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan TrustLLC Spectrum NLP, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan TrustLLC Spectrum Northeast, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term SheetLLC Spectrum Oceanic, dated June 25LLC Spectrum Originals Development, 2024LLC 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)

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 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 Underwriters to properly identify their respective clients. Please confirmEach of the parties 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. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing and returning to us two (2) counterparts of this Agreement, that in the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwritersspace provided below. Very truly yours, NEW YORK MORTGAGE TRUSTyours AVNET, INC. By: /s/ Jxxxx X. Xxxxxx Xxxxxxx Name: Jxxxx X. Xxxxxx Xxxxxxx Title: Chief Executive Financial Officer Confirmed and accepted as of the date first above mentioned: MXXXXX SXXXXXX & COBNP PARIBAS SECURITIES CORP. LLC By: /s/ Mxxxxxx Xxxxx Xxxxxx Xxxxxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Xxxxxx Xxxxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO BOFA SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Xxxxxxxx Name: Exxxxx X. Xxxxxx Xxxxxxxx Title: Managing Director PXXXX XXXXXXX & CO. X.X. XXXXXX SECURITIES LLC By: /s/ Jxxxx Xxxxx Som Xxxxxxxxxxxxx Name: Jxxxx Xxxxx Som Xxxxxxxxxxxxx Title: Managing Executive Director As Representatives For themselves and on behalf of the Several several Underwriters named listed in Schedule I hereto C hereto. SCHEDULE I Underwriting Agreement dated June 25, 2024 Underwriters Principal Amount of Firm Securities to be Purchased Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 RBC Capital Markets, LLC $ 12,000,000 UBS Securities LLC $ 12,000,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 Total $ 60,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC Holdings, LLC 95.00 % 3149 Landtree JV, LLC 90.00 % GWR Lakeshore Holding, LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II A General Use Issuer General-Use 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 251, 20242032 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 & 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 & 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 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 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 Underwriters to properly identify their respective clients. Please confirmIf the foregoing is in accordance with the Representatives’ understanding of our agreement, by signing kindly sign and returning return to us two (2) the Company one of the counterparts of this Agreementhereof, that whereupon it will become a binding agreement between the Representatives are acting on behalf of themselves Company, the Guarantors and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwritersin accordance with its terms. Very truly yours, NEW YORK MORTGAGE TRUSTB&G FOODS, INC. By: /s/ Jxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx Name: Jxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed B&G FOODS NORTH AMERICA, INC. B&G FOODS SNACKS, INC. BACK TO NATURE FOODS COMPANY, LLC BACK TO NATURE FOODS SERVCO, LLC BEAR CREEK COUNTRY KITCHENS, LLC BTN FOODS SERVCO CORPORATION BTN HOLDCO, INC. PIRATE BRANDS, LLC SPARTAN FOODS OF AMERICA, INC. VICTORIA FINE FOODS, LLC XXXXXXX XXXXXXXXX COMPANY By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Executive Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above mentioned: MXXXXX SXXXXXX & COwritten. LLC Acting on behalf of themselves and as the Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ Mxxxxxx Xxxxx Xxxxxxxx Xxxxxx Name: Mxxxxxx Xxxxx Xxxxxxxx Xxxxxx Title: Executive Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Xxxx Xxxx Name: Sxxxxxx Xxxxx Xxxx Xxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25, 2024 Underwriters A Underwriter Principal Amount of Firm Securities to be Purchased Mxxxxx Sxxxxxx Barclays Capital Inc. $ 88,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Co. LLC Xxxxx Incorporated $ 12,000,000 68,000,000 RBC Capital Markets, LLC $ 12,000,000 UBS 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 $ 12,000,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx24,000,000 Citizens Capital Markets, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. 8,000,000 Rabo Securities USA, Inc. $ 6,000,000 8,000,000 TD Securities (USA) LLC $ 8,000,000 Total $ 60,000,000 400,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC Holdings, LLC 95.00 % 3149 Landtree JV, LLC 90.00 % GWR Lakeshore Holding, LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June 25, 2024B

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 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 Underwriters to properly identify their respective clients. Please confirmIf the foregoing is in accordance with your understanding of our agreement, by signing please sign and returning return to us two (2) counterparts of the enclosed duplicate hereof, whereupon this Agreement, that the Representatives are acting on behalf of themselves letter and the several Underwriters and that the foregoing correctly sets forth the your acceptance shall represent a binding agreement among the Company Issuer, the Guarantors and the several Underwriters. Very truly yours, NEW YORK MORTGAGE TRUSTMARACAY 91, 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/ Jxxxx Xxxxxxx X. Xxxxxxx Xxxxx Name: Jxxxx Xxxxxxx X. Xxxxxxx Xxxxx Title: Chief Executive Officer Confirmed 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 Secretary TRI POINTE GROUP, INC., as the Issuer By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: 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 Agreement is hereby confirmed and accepted as of the date first above mentioned: MXXXXX SXXXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25, 2024 Underwriters Principal Amount of Firm Securities to be Purchased Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 RBC Capital Markets, LLC $ 12,000,000 UBS Securities LLC $ 12,000,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 Total $ 60,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC Holdings, LLC 95.00 % 3149 Landtree JV, LLC 90.00 % GWR Lakeshore Holding, LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June 25, 2024written.

Appears in 1 contract

Samples: TRI Pointe Group, 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 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 Underwriters to properly identify their respective clients. Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. Very truly yours, NEW YORK MORTGAGE TRUST, INC. By: /s/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Chief Executive Officer President Confirmed and accepted as of the date first above mentioned: MXXXXX SXXXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxx Xxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Xxxx Title: Managing Director As Representatives Representative of the Several Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25November 19, 2024 2019 Underwriters Principal Amount Number of Firm Securities to be Purchased Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 RBC Capital Markets, LLC $ 12,000,000 UBS Securities LLC $ 12,000,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & Wxxxx, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 25,000,000 Total $ 60,000,000 25,000,000 SCHEDULE I(j1(j) Entity Company Ownership Constructive Kiawah River View Investors LLC 50.00 % Park Place JV, LLC 90.00 % Hxxxxx Place Apts JV, LLC 90.00 % VLC Holdings, LLC 95.00 % 3149 Landtree JV, LLC 90.00 % GWR Lakeshore Holding, LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % SCHEDULE I(tt1(ww) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus None. SCHEDULE III Pricing Term Sheetand Other Information 25,000,000 shares with an option to purchase up to 3,750,000 additional shares. The price per share for the Securities shall be, dated June 25as to each investor, 2024the price paid by such investor.

Appears in 1 contract

Samples: New York Mortgage Trust 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 Underwriters 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 Underwriters Managers and the Forward Purchasers to properly identify their respective clients. Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that 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 and its acceptance by or on behalf of the several UnderwritersManagers and the Forward Purchasers may be evidenced by an exchange of facsimile or other electronic transmission or other written communications. Very truly yours, NEW YORK MORTGAGE TRUST, INC. ATMOS ENERGY CORPORATION By: /s/ Jxxxx Xxxxxx X. Xxxxxxx Name: Jxxxx Xxxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed Vice President of Investor Relations and accepted Treasurer Signature Page to Equity Distribution Agreement BNP PARIBAS SECURITIES CORP. as of the date first above mentioned: MXXXXX SXXXXXX & CO. LLC Manager By: /s/ Mxxxxxx Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director BOFA SECURITIES, INC. as Manager By: /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx 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: MD, Head of GIB Americas By: /s/ Xxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC FIFTH THIRD SECURITIES, INC. as Manager By: /s/ Dxxxxxx Xxxxxxxx Xxxxx Xxxxx Name: Dxxxxxx Xxxxxxxx Xxxxx Xxxxx Title: Associate Director Managing Director, SVP Signature Page to Equity Distribution Agreement XXXXXXX XXXXX & CO. LLC as Manager By: /s/ Jxx Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC as Manager By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director MIZUHO SECURITIES USA LLC as Manager By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. as Manager By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director REGIONS SECURITIES LLC as Manager By: /s/ Xxxx Xxxxxxxx Name: Jxx Xxxx Xxxxxxxx Title: Managing Director WXXXX TRUIST SECURITIES, INC. as Manager By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx 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/ Cxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Name: Cxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. BNP PARIBAS as Forward Purchaser By: /s/ Exxxxx X. Xxxxxx Xxxxxxx Xxxxxxxx Name: Exxxxx X. Xxxxxx Xxxxxxx Xxxxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Managing Director BANK OF AMERICA, N.A. as Forward Purchaser By: /s/ Xxxxx Xxxxx Name: Jxxxx Xxxxx Xxxxx Title: Managing Director As Representatives 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-Xxxx Xxxxxx Name: Xxxx-Xxxx Xxxxxx Title: MD, Head of the Several Underwriters named in GIB Americas By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director XXXXXXX XXXXX & CO. LLC as Forward Purchaser By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director Signature Page to Equity Distribution Agreement JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Forward Purchaser By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing 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/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director MUFG SECURITIES EMEA PLC as Forward Purchaser By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Authorized Signatory REGIONS SECURITIES LLC as Forward Purchaser By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director 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 XXXXX FARGO BANK, NATIONAL ASSOCIATION as Forward Purchaser By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25A Managers TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx BNP Parbas Securities Corp. New York, 2024 Underwriters Principal Amount of Firm Securities to be Purchased Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 RBC Capital MarketsNY 10017 000 Xxxxxxx Xxxxxx New York, LLC $ 12,000,000 UBS Securities LLC $ 12,000,000 Wxxxx NY 10019 Xxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx000 Xxxx 00xx Xxxxxx, Bxxxxxxx & Wxxxx14th Floor BofA Securities, Inc. $ 6,000,000 Pxxxx New York, New York 10001 One Bryant Park New York, NY 10036 Forward Purchasers CIBC World Markets Corp. BNP Paribas 000 Xxxxxxx Xxxxxx, 5th Floor 000 Xxxxxxx Xxxxxx New York, NY 10017 New York, NY 10019 Credit Agricole Securities (USA) Inc. Bank of America, N.A. 0000 Xxxxxx xx xxx Xxxxxxxx One Bryant Park, 8th Floor New York, NY 10019 New York, NY 10036 Fifth Third Securities, Inc. Canadian Imperial Bank of Commerce 000 Xxxxxx Xxxxxx, Suite 000 000 Xxxxxxx Xxxxxx, 5th Floor Maildrop: UTFC6B New York, NY 10017 Nashville, TN 37219 Crédit Agricole Corporate and Xxxxxxx Xxxxx & Co. $ 6,000,000 Total $ 60,000,000 SCHEDULE I(jLLC Investment Bank c/o Credit Agricole 000 Xxxx Xxxxxx Xxxxxxxxxx (USA) Entity Company Ownership Constructive Inc., as Agent New York, NY 00000 0000 Xxxxxx xx xxx Xxxxxxxx New York, NY 10019 X.X. Xxxxxx Securities LLC 50.00 % Park Place JV000 Xxxxxxx Xxxxxx Xxxxxxx Xxxxx & Co. LLC New York, NY, 10179 000 Xxxx Xxxxxx New York, NY 10282 Mizuho Securities USA LLC 0000 Xxxxxx xx xxx Xxxxxxxx XXXxxxxx Xxxxx Bank, National New York, NY 10020 Association, New York Branch 000 Xxxxxxx Xxxxxx MUFG Securities Americas Inc. New York, NY 10179 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, NY 10020 Mizuho Markets Americas LLC c/o Mizuho Securities USA LLC Regions Securities LLC 0000 Xxxxxx xx xxx Xxxxxxxx 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxx, XX 00000 Charlotte, NC 28202 MUFG Securities EMEA plc Truist Securities, Inc. Ropemaker Place, 00 Xxxxxxxxx Xxxxxx 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx Atlanta, GA 30326 Schedule A 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/o Wells Fargo Securities, LLC 90.00 % Hxxxxx Place Apts JV000 Xxxx 00xx Xxxxxx, 14th Floor New York, New York 10001 Schedule I SIGNIFICANT SUBSIDIARIES None. Schedule II LIST OF ALL SUBSIDIARIES Atmos Energy Holdings, Inc. Atmos Energy Kansas Securitization I, LLC 90.00 % VLC HoldingsAtmos Energy Louisiana Industrial Gas, LLC 95.00 % 3149 Landtree JVAtmos Energy Services, LLC 90.00 % GWR Lakeshore HoldingAtmos Exploration and Production, Inc. Atmos Gathering Company, LLC 80.00 % 110 Sxxxxxxxxxx XXAtmos Pipeline and Storage, LLC 90.00 % Heritage ParkAtmos Power Systems, Inc. Blue Flame Insurance Services, Ltd. Egasco, LLC 95.00 % Rain DanceFort Necessity Gas Storage, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola HoldingPhoenix Gas Gathering Company Trans Louisiana Gas Pipeline, LLC 80.00 % 828 ASCENT JVInc. Trans Louisiana Gas Storage, LLC 23.60 % SCHEDULE I(tt) New York Mortgage Trust 2005-1 New York Mortgage Trust 2005-2 New York Mortgage Trust 2005-3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust IInc. UCG Storage, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan TrustInc. WKG Storage, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June 25, 2024Inc. 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 Underwriters are required to obtain, verify and record information that identifies their respective its clients, including the CompanyCompany and the Parent Guarantor, which information may include the name and address of their respective its clients, as well as other information that will allow the Underwriters to properly identify their respective clients. Please confirm, by signing and returning to us two (2) counterparts of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that If the foregoing correctly sets forth the agreement among between the Company Company, the Parent Guarantor and the several Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, NEW YORK MORTGAGE TRUSTMOHAWK CAPITAL FINANCE S.A. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Class A Director MOHAWK CAPITAL FINANCE S.A. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Class B Director MOHAWK INDUSTRIES, INC. By: /s/ Jxxxx X. Xxxxxxx Xxxxxxxx Xxxxxxxxxx Name: Jxxxx X. Xxxxxxx Xxxxxxxx Xxxxxxxxxx Title: Chief Executive Officer Confirmed Vice President and accepted as of the date first above mentionedTreasurer Accepted: MXXXXX SXXXXXX & CO. LLC BARCLAYS BANK PLC By: /s/ Mxxxxxx Xxxxxx X. Xxxxx Name: Mxxxxxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxxx X. Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Dxxxxxx Xxxxx Name: Dxxxxxx Xxxxx Title: Associate Director By: /s/ Jxx Xxxxxxxx Name: Jxx Xxxxxxxx Title: Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Exxxxx X. Xxxxxx Name: Exxxxx X. Xxxxxx Title: Managing Director PXXXX XXXXXXX & CO. By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director As Representatives of the Several SCHEDULE 1 Underwriters named in Schedule I hereto SCHEDULE I Underwriting Agreement dated June 25, 2024 Underwriters Aggregate Principal Amount of Firm the Securities to be Purchased Mxxxxx Sxxxxxx & Co. LLC $ 12,000,000 RBC Barclays Bank PLC € 300,000,000 Total € 300,000,000 SCHEDULE 2 Filed pursuant to Rule 433 Registration Statement No. 333-219716 Registration Statement No. 333-219716-02 August 28, 2019 Term Sheet 2 Year EUR Floating Rate Note (the “Notes”) Issuer: Mohawk Capital Markets, LLC $ 12,000,000 UBS Securities LLC $ 12,000,000 Wxxxx Fargo Securities, LLC $ 12,000,000 Kxxxx, Bxxxxxxx & WxxxxFinance S.A. Guarantor: Mohawk Industries, Inc. $ 6,000,000 Pxxxx Xxxxxxx & Co. $ 6,000,000 Total $ 60,000,000 SCHEDULE I(j) Entity Company Ownership Constructive LLC 50.00 Status: Senior, unsecured Principal Amount: EUR 300,000,000 Offering Format: SEC Registered Issue Price: 100.248% Park Place JVRedemption Price: 100.000% Trade Date: August 28, LLC 90.00 2019 Issue Date: September 4, 2019 Maturity Date: September 4, 2021 Discount Margin: 3M EURBIOR + 30 bps Rate of Interest: 3M EURIBOR + 20 bps Minimum Rate of Interest: EUR 0.00% Hxxxxx Place Apts JVpa Interest Payment Dates: Quarterly on 4 December, LLC 90.00 % VLC Holdings4 March, LLC 95.00 % 3149 Landtree JV4 June and 4 September in each year from and including 4 December 2019 up to and including the Maturity Date Interest Rate Determination: Screen Rate Determination Relevant Screen Page: Reuters EURIBOR01 Interest Rate Determination Date(s): The second day on which the TARGET2 System is open prior to the start of each Interest Period Day Count Fraction: Actual/360 Payment Day Convention: Modified Following Business Day Convention Coupon Payment Convention: Adjusted Call Option: None Clearing: Euroclear / Clearstream Notes Format: Registered, LLC 90.00 % GWR Lakeshore Holding, LLC 80.00 % 110 Sxxxxxxxxxx XX, LLC 90.00 % Heritage Park, LLC 95.00 % Rain Dance, LLC 95.00 % 500 Jxxxxx Xxxxxx JV LLC 95.00 % 1880 Destiny JV LLC 95.00 % GWR Pensacola Holding, LLC 80.00 % 828 ASCENT JV, LLC 23.60 % SCHEDULE I(tt) Classic Global Note Eurosystem Eligible: Not intended Dealer: Barclays Bank PLC Principal Paying Agent: Elavon Financial Services DAC Calculation Agent: Principal Paying Agent Trustee: U.S. Bank National Association Listing: New York Mortgage Trust 2005-1 Stock Exchange Payment Business Days: New York, London, TARGET2 Documentation: Preliminary Prospectus Supplement dated August 28, 2019 Governing Law: New York Mortgage Trust 2005ISIN Code: XS2049614170 Denominations: EUR 100,000 x EUR 100,000 We expect that delivery of the notes will be made against payment therefor on or about the closing date which will be on or about the fourth business day following the date of pricing of the notes (this settlement cycle being referred to as “T+4”). Under Rule 15c6-2 New York Mortgage Trust 2005l of the Exchange Act, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+4, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing or the next succeeding business day should consult their own advisor. 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, Barclays Bank PLC can arrange to send you the prospectus if you request it by calling Barclays Bank PLC at 0-000-000-0000 This pricing term sheet supplements the preliminary prospectus supplement issued by Mohawk Capital Finance S.A. dated August 28, 2019. SCHEDULE 3 NYM Preferred Trust I NYM Preferred Trust II NYMT Loan Trust 2021-SP1 NYMT Loan Trust 2022-SP1 NYMT Loan Trust I, Series 2022-BPL1 NYMT Loan Trust 2022-CP1 NYMT Loan Trust 2022-INV1 NYMT Loan Trust, Series 2024-BPL1 NYMT Loan Trust 2024-CP1 NYMT Loan Trust, Series 2024-BPL2 SCHEDULE II Issuer General-Use Free Writing Prospectus Pricing Term Sheet, dated June 25, 2024Prospectus

Appears in 1 contract

Samples: Underwriting Agreement (Mohawk Industries Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!