Introductory. CNX Resources Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.375% Senior Notes due 2031 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
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Introductory. CNX Resources CorporationB&G Foods, Inc., a Delaware corporation (the “Company”), proposes agrees with Barclays Capital Inc. (“Barclays”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several Underwriters named in Schedule A hereto (“Underwriters”), to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of Underwriters $500,000,000 aggregate 400,000,000 principal amount of the Company’s 7.375its 5.25% Senior Notes due 2031 2025 (the “2025 Notes”). Citigroup Global Markets Inc. has agreed ) as set forth below, to act be issued under an indenture, dated as representative of the several Initial Purchasers June 4, 2013 (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Base Indenture”), to be between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Seventh Supplemental Indenture, dated as of April 3, 2017 (the Closing Date (as defined in Section 2 hereof“Seventh Supplemental Indenture”), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bankthe Trustee, N.A.establishing the form and terms of the 2025 Notes (the Base Indenture, as trustee (in such capacitysupplemented by the Seventh Supplemental Indenture, the “TrusteeIndenture”). The Company has previously issued $500,000,000 in aggregate principal amount of its 5.25% Senior Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date due 2025 (the “DTC AgreementExisting Notes”), among ) under the Company, the Trustee and DTCIndenture. The payment of principal of, premium, if any, and interest on the 2025 Notes will be fully and unconditionally guaranteed (the constitute “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “GuarantorsAdditional Notes” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that as such term is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and defined in the manner set forth herein and Seventh Supplemental Indenture) under the Seventh Supplemental Indenture. Except as otherwise disclosed in the Pricing General Disclosure Package (as defined below) and agrees that the Initial Purchasers may resellFinal Prospectus (as defined below), subject the 2025 Notes will have terms identical to the conditions set forth herein, Existing Notes and will be treated as a single series of debt securities for all or a portion of purposes under the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Indenture. The Securities Company’s obligations under the 2025 Notes are to be offered fully and sold to or through the Initial Purchasers without being registered unconditionally guaranteed (“Guarantees” and, together with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended2025 Notes, the “Securities Act,” which termSecurities”) as to the payment of principal, as used hereinpremium and interest, includes the rules jointly and regulations severally, initially by each of the Commission promulgated thereunder)Guarantors (on a senior unsecured basis) listed on the signature pages of this Agreement (each a “Guarantor” and, in reliance upon exemptions therefrom. Pursuant to collectively, the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation SGuarantors”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
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Introductory. CNX Resources CorporationTerremark Worldwide, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to agrees with the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”)) subject to the terms and conditions stated herein, acting severally to issue and not jointly, sell to the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate several Purchasers U.S.$50,000,000 principal amount of the Company’s 7.375its 12.00% Senior Secured Notes due 2031 2017 (the “Notes”). Citigroup Global Markets Inc. has agreed The Notes will be issued under the indenture dated as of June 24, 2009 (the “Base Indenture”), between the Company and The Bank of New York Trust Company, N.A., as Trustee (the “Trustee”), as supplemented by a supplemental indenture to act be dated as representative of the several Initial Closing Date (the “Notes Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Notes will be unconditionally guaranteed as to the payment of principal and interest by the subsidiary guarantors of the Company named in Schedule C hereto (the “Guarantors” and such guarantees of the Notes, the “Guarantees”). The Notes and the Guarantees are collectively referred to herein as the “Offered Securities.” To the extent there are no additional Purchasers listed on Schedule A other than you, the term Representatives as used herein shall mean you, as Purchasers, and the terms Representatives and Purchasers shall mean either the singular or plural as the context requires. The Company has previously issued $420,000,000 aggregate principal amount of 12.00% Senior Secured Notes due 2017 (together with the guarantees thereof, the “Existing Notes”) under the Indenture. The Notes constitute “Additional Notes” (as such term is defined in the Base Indenture) under the Indenture. Except as otherwise disclosed in the General Disclosure Package and the Final Offering Circular, the Notes will have terms identical to the Existing Notes and will be treated as a single class of securities for all purposes under the Indenture. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement among the Company, the Guarantors and the Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “IndentureRegistration Rights Agreement”), to be dated as of the Closing Date (as defined in Section 2 hereof)Date, among pursuant to which the Company, Company and the Guarantors will agree to file with the Commission under the circumstances set forth therein, a registration statement under the Securities Act relating to an offer to exchange the Notes for a like principal amount of debt securities of the Company with terms identical in all material respects (as defined belowexcept for terms concerning additional interest and transfer restrictions) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, to the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current GuarantorsExchange Offer”) and (b) any subsidiary if required by the Registration Rights Agreement, a shelf registration statement under the Securities Act relating to the resale of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”)Notes by certain holders thereof. The Notes and the Guarantees are herein referred to as will be secured equably and ratably with the “Securities.” The Company understands that the Initial Purchasers propose to make an offering Existing Notes by first-priority liens over substantially all present and after-acquired property of the Securities on Company (including the terms Company’s equity interest in its Subsidiaries, except Technology Center of the Americas, LLC and Terremark Federal Group, Inc.) and each Guarantor, as described in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers Preliminary Offering Circular (the “Subsequent PurchasersCollateral”) on pursuant to the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission Security Agreement, dated June 24, 2009 (the “CommissionSecurity Agreement”) under ), the Securities Act of 1933 Intellectual Property Security Agreement, dated June 24, 2009 (the “Intellectual Property Security Agreement”), the Collateral Trust Agreement, dated June 24, 2009 (as amended, modified or supplemented from time to time, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Collateral Trust Agreement”) is executed and deliveredcertain other security deposits, assignments, pledges, and other agreements or instruments evidencing or creating security in favor of the Collateral Trustee (collectively, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering MemorandumSecurity Documents”). This Agreement, Each of the Securities Company and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company Guarantors hereby confirms its agreements agrees with the Initial several Purchasers as follows:
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Introductory. CNX Resources Nortel Networks Corporation, a Delaware Canadian corporation (the “Company”"COMPANY"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers Underwriters named in Schedule A hereto (collectively, the “Initial Purchasers”"UNDERWRITERS") 25,000 of its prepaid forward purchase contracts (the "PURCHASE CONTRACTS") (the "FIRM SECURITIES") and, at the election of Credit Suisse First Boston Corporation ("CSFBC"), acting severally J.P. Morgan Securities Inc. and not jointlySalomon Smith Barney Inc. (together wxxx XXXXX, the respective amounts "REPRESENTATIVES"), xxxx xx xxe Underwriters an aggregate of up to an additional 3,750 Purchase Contracts (the "OPTIONAL SECURITIES") (the Firm Securities and the Optional Securities which the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the "OFFERED SECURITIES"). Each Purchase Contract shall entitle the holder to receive from the Company on August 15, 2005 a number of common shares (the "ISSUABLE COMMON SHARES"), no par value, of the Company (the "COMMON SHARES") equal to the applicable Settlement Rate as set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.375% Senior Notes due 2031 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering Purchase Contract and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), Unit Agreement to be dated as of the First Closing Date (as defined in Section 2 hereof), among below) (the "PURCHASE CONTRACT AGREEMENT") between the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.Computershare Trust Company of Canada, as trustee Purchase Contract Agent (in such capacitythe "PURCHASE CONTRACT AGENT") and as transfer agent and registrar, and the “Trustee”holders of Equity Units and Purchase Contracts from time to time (the "HOLDERS"). The Notes will Each Purchase Contract shall be issued only in book-entry form in the name one component of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date an equity unit (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”"EQUITY Unit") on a senior unsecured basis, jointly and severally by evidencing (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) one Purchase Contract and (b) any subsidiary ownership of specified zero-coupon U.S. treasury securities that mature on a semi-annual basis from February 15, 2003 through August 15, 2005 (together with that holder's pro rata portion of zero-coupon U.S. treasury securities that mature on August 15, 2002) (the "TREASURY STRIPS"), each having a principal amount of U.S.$1,000, which Treasury Strips shall be acquired by CSFBC as contemplated by the Purchase Contract Agreement and delivered to the Custodian on behalf of the Company formed or acquired after the Closing Date that is required Holders to execute a supplemental indenture to provide a guarantee be received and held in accordance with the terms of the Indenture, and their respective successors and assigns Custodial Agreement (collectively, the “Guarantors”each as defined below). The Notes Treasury Strips will be held by Citibank N.A., as Custodian (the "CUSTODIAN"), for the holders of the Equity Units, pursuant to a custodial agreement to be dated as of the First Closing Date between the Purchase Contract Agent, the Custodian and the Guarantees are herein referred holders of Equity Units from time to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers time (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)"CUSTODIAL AGREEMENT"). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements agrees with the Initial Purchasers several Underwriters as follows:
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Introductory. CNX Resources Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), and Genesis Energy Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “CompanyIssuers”), proposes propose to issue and sell to the several Initial Purchasers underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 700,000,000 aggregate principal amount of the CompanyPartnership’s 7.3757.875% Senior Notes due 2031 2032 (the “Notes”). Citigroup Global Markets Inc. RBC Capital Markets, LLC has agreed to act as the representative of the several Initial Purchasers Underwriters (the “Representative”) in connection with the offering and sale of the Notes. The Securities Notes and the Guarantees (as defined below) ), which are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture, dated as of May 21, 2015 (the “Base Indenture”), among the Issuers, certain subsidiaries of the Partnership named therein as guarantors and U.S. Bank, National Association, a national banking association and the original trustee under such indenture (the “IndentureOriginal Trustee”), as amended by the Agreement of Resignation, Appointment and Acceptance, dated September 30, 2020 (the “Trustee Replacement Agreement”) pursuant to which the Original Trustee resigned as trustee thereunder and Regions Bank, an Alabama banking corporation, became the successor trustee thereunder (the “Trustee”), and as further amended and supplemented by the Twenty-First Supplemental Indenture, to be dated as of May 9, 2024 (the “Supplemental Indenture”), among the Issuers, the Guarantors (as defined below) and the Trustee (the Base Indenture, as so amended and supplemented, being referred to herein as the “Indenture”). The payment of principal of, and premium, if any, and interest on, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” (collectively, the “Guarantors”) and (ii) any Subsidiary (as defined below) of the Partnership formed or acquired after the Closing Date (as defined in Section 2 hereof2(b)) that executes a supplemental indenture in accordance with the terms of the Indenture, among and their respective successors and assigns, pursuant to their guarantees included in the Company, the Guarantors Indenture (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “TrusteeGuarantees”). The Issuers and the Guarantors are herein collectively referred to as the “Obligors.” The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) ), pursuant to a letter of representationsrepresentations dated November 17, to be dated on or before the Closing Date 2010 (the “DTC Agreement”), among ) from the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject Issuers to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Depositary. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement This agreement (this “Agreement”) is executed and delivered), the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This DTC Agreement, the Securities Indenture and the Indenture (including the Guarantees set forth therein) Securities are collectively referred to herein collectively as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:”
Appears in 1 contract
Introductory. CNX Resources CorporationSunoco LP, a limited partnership organized under the laws of the State of Delaware corporation (the “CompanySunoco”), proposes and Sunoco Finance Corp., a corporation organized under the laws of the State of Delaware (“Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 600,000,000 aggregate principal amount of the Company’s 7.375Issuers’ 6.000% Senior Notes due 2031 2027 (the “Notes”). Citigroup Global Markets Inc. has Xxxxxxx Xxxxx & Co. LLC and Mizuho Securities USA LLC have agreed to act as representative the representatives of the several Initial Purchasers (collectively, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture indenture, to be dated as of March 14, 2019 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the CompanyIssuers, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) ), pursuant to a letter of representations, representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the CompanyIssuers, the Trustee and DTCthe Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of March 14, 2019 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Representatives, on behalf of each of the Initial Purchasers, pursuant to which the Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (ai) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (bii) any subsidiary of the Company Sunoco formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands issuance and sale of the Notes, the issuance of the Guarantees and the application of the proceeds from the sale of the Securities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “Transactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 1933, as amended (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has Issuers have prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12March 11, 2022 2019 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially Supplement, dated March 11, 2019, in the form attached hereto as Annex III Exhibit A (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company Issuers will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (Sunoco LP)
Introductory. CNX Resources CorporationSantander Drive Auto Receivables LLC, a Delaware corporation limited liability company (the “CompanySeller”), Santander Drive Auto Receivables Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuer”) and Santander Consumer USA Inc., an Illinois corporation (“Santander Consumer”), confirm their agreement with [List underwriters] (collectively, the “Underwriters”) as follows: The Seller proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (Underwriters the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount notes of the Company’s 7.375% Senior Notes due 2031 classes designated in the applicable Terms Agreement (the “Notes”). Citigroup Global Markets Inc. has agreed The Notes are to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture by the Issuer under the Indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof)Date, among between the Company, the Guarantors (as defined below) named therein as parties thereto Issuer and UMB Bank, N.A.[ ], as indenture trustee (in such capacity, the “Indenture Trustee”). The Notes will be issued only collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation: (i) all right, title, and interest of the Seller in bookand to the Contracts acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, Santander Consumer and the Indenture Trustee (the “Sale and Servicing Agreement”) and all monies due thereunder after the applicable Cut-entry form Off Date; (ii) the interest of the Seller in the name security interests in the Financed Vehicles granted by Obligors pursuant to the Contracts and any accessions thereto; (iii) the interest of Cede & Co.the Seller in any proceeds from claims on any physical damage, credit life or disability, or other insurance policies maintained by the Obligors thereon covering the Financed Vehicles or the Obligors relating to the Contracts and any proceeds from the liquidation of Contracts or the related Financed Vehicles; (iv) all right, title and interest (but not the obligations) of the Seller in and to the Contribution Agreement and the Sale and Servicing Agreement, insofar as such right, title and interest relates to the Contracts, the related Contract Files or the related Financed Vehicles, including the right of the Seller to cause the Originator, as nominee applicable, to repurchase the Contracts from the Seller under certain circumstances; (v) the interest of the Seller in any Dealer Recourse relating to the Contracts; (vi) the interest of the Seller in certain rebates of premiums and other amounts relating to insurance policies and other items financed under the Contracts in effect after the applicable Cut-Off Date; (vii) the Trust Accounts and all funds on deposit from time to time and all rights of the Seller therein; (viii) the related Contract Files; and (ix) the proceeds of any and all of the foregoing. The Depository Trust Company Contracts and the Related Security will be conveyed to the Seller by Santander Consumer pursuant to the Contribution Agreement, dated as of the Closing Date, between the Seller and Santander Consumer (the “DTCContribution Agreement”) and will be conveyed to the Issuer by the Seller pursuant to a letter of representationsthe Sale and Servicing Agreement. [On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to be dated hedge the floating interest rate on or before the Class [ ] Notes (the “Swap Agreement”).] [On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “DTC AgreementNote Insurance Policy”), among ) guaranteeing certain payments due in respect of the Company[Class A] Notes.] [On the Closing Date, the Trustee and DTC. The payment Issuer will enter into a Letter of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance Credit Reimbursement Agreement with the Letter of Credit Bank and the Letter of Credit Bank will issue the Reserve Account Letter of Credit.] The terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and set forth in the manner set forth herein and in the Pricing Disclosure Package Registration Statement (as defined below) and agrees that the Initial Purchasers may resellrelated Prospectus (as defined below), subject as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Sale and Servicing Agreement. The Securities are to be offered Seller has prepared and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form S-3 (having the registration number 333-[ ]), including a form of prospectus, relating to the terms of Notes. The registration statement [as amended] has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof. If any post-effective amendment has been filed with respect thereto prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or if an exemption from Act, is referred to in this Agreement as the registration requirements of “Registration Statement.” The Seller proposes to file Underwriting Agreement with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) a supplement (such supplement, together with any amendment thereof or Regulation S under supplement thereto, the Securities Act (“Regulation SProspectus Supplement”)). The Company has prepared and delivered ) to the Initial Purchasers copies of a Preliminary Offering Memorandumprospectus included in the Registration Statement (such prospectus, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (it appears in the “Pricing Supplement”), describing Registration Statement or in the terms of form most recently revised and filed with the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers Commission pursuant to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein Rule 424(b) is hereinafter referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “AgreementBasic Prospectus”) is executed and delivered, the Company will prepare and deliver relating to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities Notes and the Indenture (including method of distribution thereof. The Basic Prospectus and the Guarantees set forth therein) are collectively Prospectus Supplement is hereinafter referred to herein as the “Transaction DocumentsProspectus.” The Company hereby confirms its agreements with the Initial Purchasers as follows:”
Appears in 1 contract
Samples: Underwriting Agreement (Santander Drive Auto Receivables LLC)
Introductory. CNX Resources URS Corporation, a Delaware corporation (the “Company”"COMPANY"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate "PURCHASERS") U.S.$200,000,000 principal amount of the Company’s 7.375its 11 1/2% Senior Notes due 2031 2009 (the “Notes”"OFFERED SECURITIES"). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture unconditionally guaranteed (each, a "GUARANTY") on a senior unsecured basis by each subsidiary of the Company listed on Schedule B hereto (the “Indenture”"GUARANTORS"). The Offered Securities and the Guaranties will be issued under an indenture, dated as of August 22, 2002 (the "INDENTURE"), between the Company, the Guarantors and U.S. Bank National Association, as Trustee. The United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT". Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated as of the Closing Date Date, in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in Section 2 hereofthe Registration Rights Agreement), among . Pursuant to the CompanyRegistration Rights Agreement, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred Guarantors will agree to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered file with the Securities and Exchange Commission (the “Commission”"COMMISSION") under the Securities Act of 1933 circumstances set forth therein, (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the i) a registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A statement under the Securities Act (“Rule 144A”the "EXCHANGE OFFER REGISTRATION STATEMENT") or Regulation S relating to the Company's 11 1/2% Senior Notes due 2009, and guaranties thereof, in a like aggregate principal amount as, and identical in all material respects to, the Offered Securities and the Guaranties and registered under the Securities Act (“Regulation S”the "EXCHANGE SECURITIES"), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and the Guaranties thereof and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use its best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to collectively as the "SECURITIES". Concurrently with the consummation of the issue and sale of the Offered Securities as set forth herein, the Company will acquire all of the capital stock of Carlyle-EG&G Holdings Corp. and Lear Siegler Services, Inc. (collectively, the "ACQUIRED COMPANIES") (such xxxxxxxtion being referred to as the "ACQUISITION"). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company Guarantors hereby confirms its agreements agree with the Initial several Purchasers as follows:
Appears in 1 contract
Samples: Urs Corp /New/
Introductory. CNX Resources CorporationDiamond Offshore Drilling, Inc., a Delaware corporation (the “Company”"COMPANY"), proposes confirms its agreement with Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated (the "PURCHASER"), with respect to the issue and sell to sale by the several Initial Purchasers named in Schedule A hereto (Company and the “Initial Purchasers”), acting severally and not jointly, purchase by the respective amounts set forth in such Schedule A hereto Purchaser of $500,000,000 400,000,000 aggregate principal amount of the Company’s 7.375's 1 1/2% Convertible Senior Notes Debentures due 2031 (the “Notes”"INITIAL SECURITIES") and the grant by the Company to the Purchaser of the option described in Section 3(b) to purchase all or any part of an additional $60,000,000 aggregate principal amount of the Company's 1 1/2% Convertible Senior Debentures due 2031 to cover over-allotments, if any (the "OPTION SECURITIES"). Citigroup Global Markets Inc. has agreed to act as representative of the several The Initial Purchasers (the “Representative”) in connection Securities, together with the offering and sale of Option Securities, are collectively referred to herein as the Notes"OFFERED SECURITIES". The Offered Securities (as defined below) will are to be issued pursuant to under an indenture (the “Indenture”)Indenture dated as of February 4, 1997, as supplemented by a Third Supplemental Indenture to be dated as of the Closing Date (as defined in Section 2 hereofbelow) (as so amended and supplemented, the "INDENTURE"), among between the Company, the Guarantors (as defined below) named therein as parties thereto Company and UMB The Chase Manhattan Bank, N.A., as trustee (in such capacity, the “Trustee”"TRUSTEE"). The Notes Offered Securities will be issued only represented by one or more permanent global Offered Securities in book-entry definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document (as defined below). The holders of The Depository Trust Company Offered Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A with such changes as shall be agreed to by the parties hereto (“DTC”) the "REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company will file a letter of representations, to be dated on or before registration statement with the Closing Date Securities and Exchange Commission (the “DTC Agreement”)"COMMISSION") registering resales of the Offered Securities and the shares of common stock, among the Companypar value $.01 per share, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after (the Closing Date that is required "COMMON STOCK") issuable upon conversion thereof, as referred to execute a supplemental indenture to provide a guarantee in accordance with the terms Registration Rights Agreement, under the Securities Act of 1933, as amended (the Indenture, and their respective successors and assigns (collectively, the “Guarantors”"SECURITIES ACT"). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose Purchaser proposes to make an offering of the Offered Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers Purchaser may resell, subject to the conditions set forth herein, all or a portion of the Offered Securities to purchasers ("SUBSEQUENT PURCHASERS") at any time after the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Offered Securities are to be offered and sold to or through the Initial Purchasers Purchaser without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Offered Securities and the Indenture, investors who that acquire Securities shall be deemed to have agreed that Offered Securities may only be resold resell or otherwise transferred, after the date hereof, transfer such Offered Securities if such Offered Securities are hereafter registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions exemption afforded by Rule 144A ("RULE 144A") of the rules and regulations promulgated under the Securities Act (“Rule 144A”the "RULE AND REGULATIONS") or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure PackageCommission).” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationSantander Drive Auto Receivables LLC, a Delaware corporation limited liability company (the “CompanySeller” or “Depositor”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto Santander Consumer USA Inc., an Illinois corporation (“SC”), confirm their agreement with Xxxxx Fargo Securities, LLC (the “Initial PurchasersRepresentative”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.375% Senior Notes due 2031 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers underwriters (the “RepresentativeUnderwriters” and each, an “Underwriter”) listed in connection with the offering and sale Section 2 of the Notes. The Securities (Terms Exhibit attached hereto as defined below) will be issued pursuant to an indenture Exhibit A (the “IndentureTerms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2022-4, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to be the Indenture, dated as of the Closing Date (as defined in Section 2 hereofbelow) (the “Indenture”), among between the Company, the Guarantors (as defined below) named therein as parties thereto Issuer and UMB BankCitibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes will be issued only specified in book-entry form in Section 3 of the name Terms Exhibit (the “Notes”). The assets of Cede & Co., as nominee of The Depository the Issuer (the “Trust Company (“DTCEstate”) pursuant to a letter consist of representationsall money, to be accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated on or before as of the Closing Date (the “DTC Sale and Servicing Agreement”), by and among the CompanySeller, the Trustee Issuer, SC, as servicer, and DTCthe Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The payment of principal of, premium, if any, and interest on the Issued Notes will be fully collateralized by the Trust Estate. The Receivables and unconditionally guaranteed related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, dated as of the Closing Date (the “GuaranteesPurchase Agreement”) on a senior unsecured basis), jointly between the Seller and severally SC, and will be conveyed to the Issuer by (a) the entities listed on Seller pursuant to the signature pages hereof as “Guarantors” (the “Current Guarantors”) Sale and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the Servicing Agreement. The terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and set forth in the manner set forth herein and in the Pricing Disclosure Package Registration Statement (as defined below) and agrees that the Initial Purchasers may resell, subject related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Sale and Servicing Agreement. The Securities are to be offered Seller has prepared and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the terms offering of asset-backed notes. The registration statement as amended has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430D under the Securities Act or if an exemption from Act, is referred to in this Underwriting Agreement as the registration requirements of “Registration Statement.” The Company proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) or Regulation S under a final prospectus (such prospectus, as amended and supplemented, the Securities Act “Prospectus”) relating to the Notes and the method of distribution thereof. Prior to the date and time of the first Contract of Sale (as defined in Section 4(j) hereof) for the Notes (the “Regulation STime of Sale”)). The Company has , the Seller had prepared and delivered (i) Issuer Free Writing Prospectus(es) (as defined in Section 16(a)(iii) hereof) issued at or prior to the Initial Purchasers copies Time of a Sale and (ii) the Preliminary Offering MemorandumProspectus, dated September 12July 6, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered subject to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”completion). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:As used herein,
Appears in 1 contract
Samples: Underwriting Agreement (Santander Drive Auto Receivables Trust 2022-4)
Introductory. CNX Resources CorporationThe Xxxxxxx Xxxxxx Company, a Delaware Massachusetts corporation (the “Company”), proposes to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 400,000,000 aggregate principal amount of the Company’s 7.3755.250% Senior Notes due 2031 2021 (the “Notes”). Citigroup Global Markets Inc. Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of August 12, 2013 (the Closing Date (as defined in Section 2 hereof“Indenture”), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Xxxxx Fargo Bank, N.A.National Association, as trustee (in such capacity, the “Trustee”). The Notes Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and DTCthe Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of August 12, 2013 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Securities (the “Exchange Notes”) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (ai) Xxxxxx’x, Inc., a Delaware corporation (the “Parent Guarantor”) and the other entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (bii) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 1933, as amended (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12August 5, 2022 2013 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated August 7, 2013 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (Carters Inc)
Introductory. CNX Resources CorporationPuget Energy, Inc., a Delaware Washington corporation (the “Company”), proposes to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Capital Inc. and , X.X. Xxxxxx Securities LLC and the several Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 450,000,000 aggregate principal amount of the Company’s 7.3756.500% Senior Secured Notes due 2031 2020 (the “NotesSecurities”). Citigroup Global Markets Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Capital Inc. has and X.X. Xxxxxx Securities LLC have agreed to act as representative the representatives of the several Initial Purchasers (the “RepresentativeRepresentatives”) in connection with the offering and sale of the NotesSecurities. The Securities (as defined below) will be issued pursuant to an indenture indenture, to be dated as of December 6, 2010 (the “Indenture”), to be dated as of between the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto Company and UMB Xxxxx Fargo Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant ). The holders of the Securities will be entitled to the benefits of a letter of representationsregistration rights agreement, to be dated on or before the Closing Date as of December 6, 2010 (the “DTC Registration Rights Agreement”), among the CompanyCompany and the Initial Purchasers, pursuant to which the Trustee and DTC. The payment Company may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of principal of, premium, if any, and interest on debt securities of the Notes will be fully and unconditionally guaranteed Company with terms substantially identical to the Securities (the “GuaranteesExchange Securities”) on a senior unsecured basis, jointly and severally by (a) to be offered in exchange for the entities listed on the signature pages hereof as “Guarantors” Securities (the “Current GuarantorsExchange Offer”) and (bii) any subsidiary a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and, in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Company formed or acquired after the Closing Date that is in fact required to execute a supplemental indenture consummate the Exchange Offer pursuant to provide a guarantee in accordance with the terms of the IndentureRegistration Rights Agreement. The Company has agreed to secure the Securities by granting to Barclays Bank PLC, and their respective successors and assigns as collateral agent (collectively, the “GuarantorsCollateral Agent”). The Notes and , for the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering benefit of the Securities Trustee on behalf of the terms and in holders of the manner set forth herein and Securities, a first priority security interest (with such exceptions as contemplated by the Collateral Documents (as defined below) and, if material, disclosed in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resellFinal Offering Memorandum (as defined below) in substantially all of the tangible and intangible assets of the Company other than real property, subject to the conditions set forth herein, all or a portion of the Securities to purchasers certain agreed upon exceptions (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of SaleCollateral”). The Securities are to be offered , shared equally and sold to or through the Initial Purchasers without being registered ratably with the Securities Company’s other secured obligations, pursuant to an Amended and Exchange Commission Restated Borrower Security Agreement, dated as of March 31, 2010, between the Company and the Collateral Agent (the “CommissionSecurity Agreement”) under ), an Amended and Restated Collateral Agency Agreement dated as of March 31, 2010, among the Securities Act Company, Puget Equico LLC (“Puget Equico”), the Collateral Agent and certain other parties from time to time party thereto, which is to be supplemented by a Joinder Agreement thereto to be dated as of 1933 December 6, 2010 (the “Joinder Agreement” and as amendedsupplemented by the Joinder Agreement, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering MemorandumCollateral Agency Agreement”), and has prepared an Amended and delivered to Restated Pledge Agreement dated as of March 31, 2010, between Puget Equico and the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III Collateral Agent (the “Pricing Supplement”)Pledge Agreement” and, describing together with the terms Security Agreement, the Collateral Agency Agreement and all agreements, deeds of the Securitiestrust, each for use by the Initial Purchasers instruments, documents, pledges or filings executed in connection with its solicitation of offers to purchase granting, or that otherwise evidence a lien, encumbrance or claim on the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as Collateral, the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering MemorandumCollateral Documents”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
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Introductory. CNX Resources HomeFed Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto certain purchasers (collectively, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth ) up to $75,000,000 in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.375its 6.50% Senior Notes due 2031 2019 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes initially will be fully and unconditionally guaranteed guaranteed, jointly and severally, on a senior unsecured basis (the “Guarantees” and, together with the Notes, the “Securities”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary each of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns Company’s current domestic subsidiaries (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to will be offered and sold to or through the Initial Purchasers in a private placement (the “Placement”) without being registered with under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 thereunder (as amendedcollectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder”), in reliance upon exemptions therefromfrom registration thereunder provided by Section 4(a)(2) (“Section 4(a)(2)”) thereof and/or Regulation D (“Regulation D”) thereunder. Pursuant The Securities will also be offered and sold outside of the United States to the terms Purchasers who are non-“U.S. persons” (as defined in Regulation S of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”Act) or in reliance on Regulation S under the Securities Act (“Regulation S”)). Xxxxxxxxx LLC (“Jefferies”) has agreed to act as placement agent (in such capacity, the “Placement Agent”) and as Closing Agent (in such capacity, the “Closing Agent”) in connection with the Placement, subject to the terms, conditions and other provisions of this Agreement. The Company has prepared and delivered Securities are to be sold to the Initial Purchasers copies of a Preliminary Offering Memorandumpursuant to two Purchase Agreements, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially each in the form attached as Exhibit A hereto (the two Purchase Agreements together, the “Purchase Agreement”) to be entered into by the Company and the several Purchasers, with such changes as Annex III may be approved by the Placement Agent. The Securities are to be issued pursuant to an Indenture (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “AgreementIndenture”) is executed and deliveredto be entered into between the Company, the Company will prepare Guarantors and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof Wilmington Trust, National Association, as trustee (the “Final Offering MemorandumTrustee”). This Agreement, the Securities Purchase Agreement and the Indenture (including the Guarantees set forth therein) are collectively referred to herein collectively as the “Transaction Documents.” ”, and the transactions contemplated hereby and thereby are referred to herein collectively as the “Transactions”. The Company hereby confirms its agreements has filed with the Initial Purchasers Commission (i) an annual report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Commission on March 3, 2017 (the “Form 10-K”), (ii) a quarterly report on Form 10-Q for the quarterly period ended March 31, 2017 filed with the Commission on May 3, 2017 (the “First Quarter 10-Q”) and a quarterly report on Form 10-Q for the quarterly period ended June 30, 2017 filed with the Commission on August 2, 2017 (the “Second Quarter 10-Q” and together with the First Quarter 10-Q, the “Quarterly Reports”), (iii) Current Reports on Form 8-K filed with the Commission on January 12, 2017, February 2, 2017, March 29, 2017 and August 10, 2017 (each a “Form 8-K” and together the “Form 8-Ks”) and (iv) a Proxy Statement on Schedule 14A filed (but not furnished) with the Commission on June 30, 2017 (together with the Form 10-K, the Quarterly Reports and the Form 8-Ks, the “Public Disclosure”). The Company and each Guarantor hereby jointly and severally confirm its agreement with the Placement Agent as follows:
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Introductory. CNX Resources CorporationSonic Automotive, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of an $500,000,000 210,000,000 aggregate principal amount of the Company’s 7.3759.0% Senior Subordinated Notes due 2031 2018 (the “Notes”). Citigroup Global Markets Inc. Banc of America Securities LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of March 12, 2010 (the Closing Date (as defined in Section 2 hereof“Indenture”), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a blanket issuer letter of representations, dated November 19, 2003 (the “DTC Agreement”), between the Company and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated on or before as of the Closing Date (as defined below) (the “DTC Registration Rights Agreement”), among the Company, the Trustee Guarantors and DTCthe Initial Purchasers, pursuant to which the Company and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior subordinated unsecured basis, jointly and severally by (ai) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (bii) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12March 9, 2022 2010 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated March 9, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationSteel Dynamics, a Delaware Inc., an Indiana corporation (the “Company”), proposes to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”), X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and the other several Initial Purchasers named in Schedule A hereto I (together, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto I of $500,000,000 350,000,000 aggregate principal amount of the Company’s 7.3754.125% Senior Notes due 2031 2025 (the “Notes”). Citigroup Global Markets Inc. has Xxxxxxx Xxxxx and X.X. Xxxxxx have agreed to act as representative the representatives of the several Initial Purchasers (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes and related Guarantees will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereofthe “Indenture”), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Xxxxx Fargo Bank, N.A.National Association, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Guarantors, the Trustee and DTCthe Depositary. The payment holders of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “GuaranteesRegistration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause any applicable registration statement to be declared effective. The obligations of the Company under the Notes, the Exchange Notes and the Indenture will be unconditionally guaranteed on a senior unsecured basis, jointly and severally by (ai) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) Guarantors named in Schedule III and (bii) any other subsidiary of the Company formed or acquired after the Closing Date that is required to execute executes a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to the terms of the Indenture (each, a “Guarantee” and, collectively, the “Guarantees”). The Notes and the Guarantees thereof are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees are herein collectively referred to as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 126, 2022 2017 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Schedule V, dated September 6, 2017 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Indenture Commission promulgated thereunder), prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Guarantees set forth thereinPreliminary Offering Memorandum) are collectively referred to herein or the Final Offering Memorandum (as the case may be), and all references herein to the terms “Transaction Documents.amend,” The “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum as of its date. Each of the Company and the Guarantors, hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationEncore Acquisition Company, a Delaware corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston LLC (“CSFB”) as the several Initial Purchasers named in Schedule A hereto sole initial purchaser (the “Initial PurchasersPurchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate ) U.S.$300,000,000 principal amount of the Company’s 7.375its 6.0% Senior Subordinated Notes due 2031 2015 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “RepresentativeOffered Securities”) in connection with the offering and sale of the Notes. The Securities (as defined below) will to be issued pursuant to under an indenture (the “Indenture”)indenture, to be dated as of the Closing Date (as defined in Section 2 hereof)July 13, among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date 2005 (the “DTC AgreementIndenture”), among the Company, the Trustee subsidiary guarantors named therein (the “Subsidiary Guarantors”) and DTCWxxxx Fargo Bank, National Association, as Trustee. The payment of principal of, premium, if any, and interest on the Notes Offered Securities will be fully and unconditionally guaranteed (the “Subsidiary Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Subsidiary Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are United States Securities Act of 1933, as amended, is herein referred to as the “SecuritiesSecurities Act.” The Company understands that the Initial Purchasers propose to make an offering holders of the Offered Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject will be entitled to the conditions set forth hereinbenefits of a Registration Rights Agreement among the Company, all or a portion of the Securities to purchasers Subsidiary Guarantors and the Purchaser (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of SaleRegistration Rights Agreement”). The Securities are , pursuant to be offered which the Company and sold the Subsidiary Guarantors agree to or through the Initial Purchasers without being registered file a registration statement with the Securities and Exchange Commission (the “Commission”) registering, under the Securities Act of 1933 Act, notes (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), Exchange Securities”) identical in reliance upon exemptions therefrom. Pursuant all material respects to the terms of Offered Securities to be offered in exchange for the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”))Offered Securities. The Company has prepared and delivered will use the net proceeds of the Offered Securities to (A) to repay outstanding indebtedness under the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 Company’s U.S.$500,000,000 senior revolving credit facility (the “Preliminary Offering MemorandumSenior Credit Facility”), and has prepared and delivered (B) to redeem $150 million aggregate principal amount of the Company’s 8.375% Senior Subordinated Notes due 2012, notice of which shall be given at or prior to the Initial Purchasers copies of a Pricing Supplement substantially in Closing, (C) to pay transaction costs relating to the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms issue and sale of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Offered Securities and the Indenture (including the Guarantees set forth thereinD) are collectively referred to herein as the “Transaction Documents.” for general corporate purposes. The Company hereby confirms its agreements agrees with the Initial Purchasers Purchaser as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationXxxx True Temper, Inc., a Delaware corporation (the “"Company”"), proposes to issue and sell to the several Initial initial Purchasers named in Schedule A hereto (the “"Initial Purchasers”"), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 150,000,000 aggregate principal amount of the Company’s 7.375's 10% Senior Subordinated Notes due 2031 2012 (the “"Notes”"). Citigroup Global Markets Inc. has Banc of America Securities LLC and Wachovia Capital Markets, LLC have agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale sales of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of June 28, 2004 (the Closing Date (as defined in Section 2 hereof"Indenture"), among between the Company, the Guarantors Guarantor (as defined below) named therein as parties thereto and UMB Bank, N.A.The Bank of New York, as trustee (in such capacity, the “"Trustee”"). The Notes will be issued only in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”the "Depositary") pursuant to a letter of representationsDTC Agreement, to be dated on or before as of the Closing Date (as defined in Section 2) (the “"DTC Agreement”"), among the Company, the Trustee and DTCthe Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, dated as of June 28, 2004 (the "Registration Rights Agreement"), among the Company, the Guarantor and the Initial Purchasers, substantially in the form of Exhibit B hereto, pursuant to which the Company and the Guarantor will agree to file, within 90 days of the Closing Date, a registration statement with the Commission registering the Exchange Securities (as defined below (under the Securities Act of 1933, as amended (the "Securities Act", which term, as used herein, includes the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder). Pursuant to the Registration Rights Agreement, each of the Company and the Guarantor will agree to file with the Commission, under the circumstances set forth therein, a registration statement under the Securities Act relating to another series of debt securities of the Company with terms substantially identical to the Notes (the "Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer") and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. The payment of principal of, premiumpremium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basissubordinated basis by ATT Holding Co., jointly and severally by (a) a Delaware corporation, the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary direct parent corporation of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their its respective successors and assigns (collectivelythe "Guarantor"), pursuant to its guarantee (the “Guarantors”"Guarantee"). The Notes and the Guarantees Guarantee attached thereto are herein collectively referred to as the “"Securities.” "; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities". As more fully described in the Offering Memorandum (as defined below), on June 1, 2004, the Guarantor, the shareholders of the Guarantor, the warrantholders of the Guarantor, Wind Point Investors V, L.P., CHATT Holdings LLC and CHATT Holdings Inc. ("CHATT"), a newly formed holding company owned by affiliates of Xxxxxx Xxxxxx, Inc. ("Xxxxxx Xxxxxx"), entered into a stock purchase agreement, pursuant to which CHATT has agreed to acquire all of the outstanding capital stock of the Guarantor for a purchase price of $380.0 million (excluding fees and expenses), subject to a working capital and other certain adjustments (the "Acquisition"). Immediately following the Acquisition, the Guarantor's capital stock will be at least 87% owned by CHATT, and the remainder will be owned by existing members of the Company's management ("Management Buyers") who have elected to invest or reinvest in the Guarantor's capital stock. In order to finance the Acquisition and to repay $69.1 million of the Company's existing debt and fees and expenses related to the transaction described herein, the Company will (i) enter into a new $215 million senior secured credit facility (the "New Credit Facility") consisting of a $75 million revolving credit facility and a $140 million term loan; (ii) issue the Notes; and (iii) receive a $109.0 million capital contribution from CHATT and the Management Buyers. These transactions (but not including the offering of Securities contemplated by this Agreement and the Offering Memorandum) are collectively referred to herein as the "Transactions" and the related documents are referred to herein as the "Transaction Documents". The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “"Subsequent Purchasers”") on at any time after the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “"Commission”") under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the The terms of the Securities and the Indenture, Indenture will require that investors who that acquire Securities shall be deemed to have agreed expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“"Rule 144A”") or Regulation S under the Securities Act (“"Regulation S”") thereunder)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Registration Rights Agreement (Ames True Temper, Inc.)
Introductory. CNX Resources CorporationC&D Technologies, Inc., a Delaware corporation (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial "Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate ") U.S.$60,000,000 principal amount of the Company’s 7.375its 5.25% Convertible Senior Notes due 2031 2025 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative "Firm Securities") which are convertible into cash or a combination of cash and shares of common stock, $0.01 par value, of the several Initial Purchasers Company (the “Representative”"Underlying Shares") in connection with and, at the offering and sale election of the Notes. The Purchasers, an aggregate of up to an additional $15,000,000 principal amount ("Optional Securities") of its 5.25% Convertible Senior Notes due 2025 (the Firm Securities (as defined belowand the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the "Offered Securities") will each to be issued pursuant to under an indenture (the “Indenture”), to be dated as of November 21, 2005 (the Closing Date (as defined in Section 2 hereof"Indenture"), among between the Company, the Guarantors (as defined below) named therein as parties thereto Company and UMB Bank, N.A.The Bank of New York, as trustee Trustee, on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (in such capacitythe "Securities Act"), and hereby agrees with the “Trustee”). several Purchasers as follows: The Notes Offered Securities will be issued only in book-entry form in the name convertible into shares of Cede & Co.common stock, as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representationspar value $0.01 per share, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after (the Closing Date that is required to execute a supplemental indenture to provide a guarantee "Common Stock ") in accordance with the terms of the Offered Securities and the Indenture, and their respective successors and assigns (collectively, at the “Guarantors”)initial conversion rate specified in Schedule B hereto. The Notes holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement to be dated as of November 21, 2005 among the Company and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on "Registration Rights Agreement"), pursuant to which the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred Company agrees to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered file a registration statement with the Securities and Exchange Commission (the “"Commission”") registering the resale of the Offered Securities and the Underlying Shares under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: C&d Technologies Inc
Introductory. CNX Resources Retailers National Bank, a national banking association ("RNB"), from time to time sells, transfers and conveys receivables (the "RECEIVABLES") generated from time to time in a portfolio of open end bank credit card accounts and other rights to Xxxxxx Xxxxxx Capital Corporation, a Delaware Minnesota corporation ("DHCC"). DHCC from time to time sells, transfers and conveys the Receivables and other rights to Xxxxxx Xxxxxx Receivables Corporation, a Minnesota corporation (the “Company”"TRANSFEROR"). The Transferor from time to time transfers the Receivables to the Xxxxxx Xxxxxx Credit Card Master Trust (the "TRUST"), and the Transferor and Xxxxxx Xxxxxx Corporation, a Minnesota corporation (the "COMPANY"), propose to cause the Trust to issue to the Transferor $400,000,000 principal amount of 5.90% Class A Asset Backed Certificates, Series 1998-1 (the "CERTIFICATES"), which the Transferor proposes to issue and sell to the Underwriters pursuant to the terms hereof, and $ 122,875,817 principal amount of non interest bearing Class B Asset Backed Certificates, Series 1998-1 (the "CLASS B CERTIFICATES"), which the Transferor intends to retain. The Receivables are and will be (i) conveyed to DHCC by RNB pursuant to the Bank Receivables Purchase Agreement, dated as of September 13, 1995, as amended (the "BANK RECEIVABLES PURCHASE AGREEMENT") between RNB and DHCC, (ii) conveyed to the Transferor by DHCC pursu- ant to the Receivables Purchase Agreement, dated as of September 13, 1995, as amended (the "RECEIVABLES PURCHASE AGREEMENT") between DHCC and the Transferor and (iii) transferred from the Transferor to the Trust pursuant to (a) a Pooling and Servicing Agreement among the Transferor, RNB, as Servicer, and Norwest Bank Minnesota, National Association, as Trustee, dated as of September 13, 1995, as amended (the "POOLING AND SERVICING AGREEMENT") and (b) the Series 1998-1 Supplement to the Pooling and Servicing Agreement, to be dated as of August 12, 1998 (the "SUPPLEMENT"), among the Transferor, the Servicer and the Trustee. Each Certificate represents a specified percentage undivided interest in the Trust. This Underwriting Agreement shall hereinafter be referred to as this "Agreement". This Agreement, the Bank Receivables Purchase Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement and the Supplement shall collectively hereinafter be referred to as the "Basic Documents". Capitalized terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement and the Supplement. The Transferor and the Company hereby agree with the several Initial Purchasers Underwriters named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.375% Senior Notes due 2031 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “Representative”"UNDERWRITERS") in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Dayton Hudson Receivables Corp
Introductory. CNX Resources CorporationXxXxxxxxx & Co Inc., a Delaware corporation (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers named in Schedule A hereto Credit Suisse First Boston LLC (the “"Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of Purchaser") (i) $500,000,000 aggregate 200,000,000 principal amount of the Company’s 7.375its 91/2% Senior Notes due 2031 2009 (the “"2009 Notes”). Citigroup Global Markets Inc. has agreed to act as representative ") and (ii) $260,000,000 principal amount of the several Initial Purchasers its 11% Senior Notes due 2012 (the “Representative”) in connection "2012 Notes" and, together with the offering and sale of 2009 Notes, the Notes. The Securities (as defined below"Offered Securities") will to be issued pursuant to under an indenture (the “Indenture”), to be dated as of May 18, 2004 (the Closing Date (as defined in Section 2 hereof"Indenture"), among between the Company, the Guarantors (as defined below) named therein as parties thereto Company and UMB Bank, N.A.U.S. Bank National Association, as trustee (in such capacitythe "Trustee"), on a private placement basis pursuant to an exemption under Section 4(2) of the “Trustee”United States Securities Act of 1933 (the "Securities Act"), and hereby agrees with the Initial Purchaser as follows. The Notes holders of the Offered Securities will be issued only in book-entry form in entitled to the name benefits of Cede & Co.a Registration Rights Agreement of even date herewith between the Company and the Initial Purchaser (the "Registration Rights Agreement"), as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of which the Company formed or acquired after the Closing Date that is required agrees to execute file (i) a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns registration statement (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below"Exchange Offer Registration Statement") and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “"Commission”") with respect to a proposed offer (the "Registered Exchange Offer") to the holders of the Offered Securities, to issue and deliver to such holders, in exchange for the Offered Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the Company issued under the Indenture and identical in all material respects to the Offered Securities (except for the transfer restrictions relating to the Offered Securities and certain other provisions discussed in Section 6 of the Registration Rights Agreement) that would be registered under the Securities Act, and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially certain circumstances specified in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure PackageRegistration Rights Agreement.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Labranche & Co Inc
Introductory. CNX Resources On March 18, 2013, Medley Capital Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of issued $500,000,000 60,000,000 aggregate principal amount of the Company’s 7.3756.125% Senior Notes due 2031 2023 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of , which trade on the several Initial Purchasers New York Stock Exchange (the “RepresentativeExchange”) in connection under the trading symbol “MCV”. The Company agrees with FBR Capital Markets & Co. (the “Manager”) to issue and sell from time to time through the Manager, as sales agent and/or as principal, additional Notes (the “Placement Securities”) having an aggregate principal amount of up to $40,000,000 (the “Maximum Amount”), to be issued under an indenture dated as of February 7, 2012 (the “Base Indenture”), between the Company and U.S. Bank National Association (the “Trustee”), as supplemented thereto by the Second Supplemental Indenture thereto dated as of March 18, 2013 (the “Supplemental Indenture,” and, together with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (Base Indenture, the “Indenture”), to be dated as . The Indenture has been qualified under the Trust Indenture Act of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.1939, as trustee amended, and the rules and regulations promulgated thereunder (in such capacity, the “TrusteeTrust Indenture Act”). The Notes Placement Securities will be issued only in book-entry form in the name of to Cede & Co., as nominee of The the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations, to be dated on or before the Closing Date as of January 28, 2012 (the “DTC Agreement”), among between the Company, the Trustee Company and DTC. The payment Company owns (i) 100% of principal ofthe limited partnership interests in Medley SBIC, premiumL.P., if anya Delaware limited partnership, (ii) 100% of the equity interests in Medley SBIC GP, LLC, a Delaware limited liability company and the general partner of Medley SBIC, L.P., and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”iii) on MCC Investment Holdings LLC, a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns Delaware limited liability company (collectively, the “GuarantorsSubsidiaries”). The Notes and On May 3, 2010, the Guarantees are herein referred Company filed a Form N-6F Notice of Intent to as the “Securities.” The Company understands that the Initial Purchasers propose be Subject to make an offering Sections 55 through 65 of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Investment Company Act of 1940 (as defined belowFile No. 814-00818) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Investment Company Act of 1933 (1940, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations thereunder (collectively, the “Investment Company Act”), pursuant to which the Company notified the Commission that it intends to elect to be treated as a business development company (“BDC”). The Company filed an amendment to the above referenced Form N-6F on September 2, 2010 and December 1, 2010. On January 20, 2011, the Company filed with the Commission a Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Commission promulgated thereunderInvestment Company Act of 1940 (File No. 814-00818) (the “Notification of Election”), pursuant to which the Company elected to be treated as a BDC. The Company has elected to be treated as a regulated investment company (“RIC”) (within the meaning of Section 851(a) of the Internal Revenue Code of 1986, as amended (the “Code”)) commencing with its first taxable year that it is treated as a corporation for U.S. federal income tax purposes. The Company has entered into an amended and restated investment management agreement, dated as of January 19, 2014 (the “Investment Management Agreement”), with MCC Advisors LLC, a Delaware limited liability company (“MCC Advisors” and, when acting in reliance upon exemptions therefrom. Pursuant the capacity as the Company’s investment adviser pursuant to the terms Investment Management Agreement, the “Adviser”), which has registered as an investment adviser under the Investment Advisers Act of the Securities 1940, as amended, and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after rules and regulations thereunder (the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144AAdvisers Act”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandumentered into an administration agreement, dated September 12as of January 19, 2022 2011 (the “Preliminary Offering MemorandumAdministration Agreement”), and has prepared and delivered with MCC Advisors (when acting in the capacity as the Company’s administrator pursuant to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (Administration Agreement, the “Pricing SupplementAdministrator”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and Company agrees that whenever it determines to sell the Pricing Supplement are herein referred Placement Securities directly to the Manager as the principal, it will enter into a separate agreement (each, a “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Terms Agreement”) is executed in form and delivered, the Company will prepare and deliver substance satisfactory to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein Manager as the “Transaction Documentscase may be, relating to such sale in accordance with Section 4 of this Debt Distribution Agreement. The aggregate gross sales prices of the Placement Securities that may be sold pursuant to this Debt Distribution Agreement or any Terms Agreement shall not exceed the Maximum Amount.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationPIH Acquisition Co., a Delaware corporation (the “CompanyPIH”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate ) U.S.$151,000,000 principal amount of the Company’s 7.375their 10 3/4% Senior Subordinated Notes due 2031 Due 2013 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “RepresentativeOffered Securities”) in connection with the offering and sale of the Notes. The Securities (as defined below) will to be issued pursuant to under an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), below) (the “Indenture”) among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Xxxxx Fargo Bank, N.A.National Association, as trustee Trustee in a private transaction pursuant to Section 4(2) of the United States Securities Act of 1933, as amended (the “Securities Act”). As part of the transactions described under the heading “The Transactions” in such capacitythe Offering Document (as defined below), PIH, an affiliate of Genstar Capital Partners (“Genstar”) and the other equity investors (collectively with Genstar, the “TrusteeInvestors”), pursuant to that certain Agreement and Plan of Merger, dated July 16, 2005 (the “Merger Agreement”), by and among Panolam Holdings II Co., PIH, Panolam Industries Holdings, Inc. (“Holdings”) and TC Group, L.L.C., will merge (the “Acquisition”) with and into Holdings. Through a series of mergers (collectively, the “Mergers”), Holdings will ultimately be merged with and into Panolam Industries International, Inc. (the “Company”) and the Company and its subsidiaries will become direct or indirect wholly owned subsidiaries of Holdings. Upon consummation of the Acquisition and the Mergers, the Company, by operation of law, will assume all of PIH’s obligations under this Agreement, and the Company will be the issuer of the Offered Securities. The Notes Offered Securities will be issued only in book-entry form in the name of Cede & Co.be, as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”as defined below), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally subordinated basis by (a) each of the entities subsidiaries listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns Schedule B hereto (collectively, the “Guarantors”). The Notes holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement to be dated as of the Closing Date among the Company, the Guarantors and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of SaleRegistration Rights Agreement”). The Securities are , pursuant to be offered which the Company and sold the Guarantors agree to or through the Initial Purchasers without being registered file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange and/or resale of the Offered Securities under the Securities Act Act. This Agreement (including the counterparts to be executed concurrently with the consummation of 1933 the Acquisition and the Mergers by the Company and the Guarantors), the Indenture, the Offered Securities, the Guarantees, the Exchange Securities (as amendeddefined in the Registration Rights Agreement), the “Securities Act,” which term, as used herein, includes the rules and regulations Guarantees of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Exchange Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities Registration Rights Agreement are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to in this Agreement collectively as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:the
Appears in 1 contract
Samples: Purchase Agreement (Panolam Industries International Inc)
Introductory. CNX Resources Gulfport Energy Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to agrees with the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally subject to the terms and not jointlyconditions stated herein, to issue and sell to the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate several Purchasers U.S.$250,000,000 principal amount of the Company’s 7.375its 7.750% Senior Notes due 2031 2020 (“Notes”) to be issued under an indenture, dated as of October 17, 2012 (the “NotesIndenture”), between the Company, the Guarantors (as defined herein) and Xxxxx Fargo Bank, National Association, as Trustee. The Notes will be unconditionally guaranteed as to the payment of principal and interest by each subsidiary listed on Schedule D hereto (the “Guarantors” and such Guarantees, the “Guarantees”). Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC (“Credit Suisse”) has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) holders of the Notes will be issued pursuant entitled to an indenture (the “Indenture”), to be benefits of a Registration Rights Agreement dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date Purchasers (the “DTC Registration Rights Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of pursuant to which the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred Guarantors agree to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered file with the Securities and Exchange Commission (the “Commission”) (a) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act of 1933 1933, as amended (as amended, the “Securities Act,” which term”), as used herein, includes the rules and regulations relating to another series of the Commission promulgated thereunderCompany’s notes with terms substantially identical to the Notes, except for the restrictions on transfer and certain administrative terms (the “Exchange Notes”), to be offered in reliance upon exemptions therefrom. Pursuant exchange for the Notes (the “Exchange Offer”) and (b) under certain circumstances, a shelf registration statement (the “Shelf Registration Statement”) pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements Rule 415 of the Securities Act is available (including relating to the exemptions afforded by Rule 144A under resale of the Securities Act (“Rule 144A”) or Regulation S under Notes and the Securities Act (“Regulation S”))related Guarantees. The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum Notes and the Pricing Supplement Guarantees are herein collectively referred to as the “Pricing Disclosure Package.Offered Securities” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Exchange Notes and related Guarantees set forth therein) are herein collectively referred to herein as the “Transaction DocumentsExchange Securities.” The Each of the Company and the Guarantors hereby confirms its agreements agrees with the Initial several Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationSunTrust Auto Receivables, LLC, a Delaware corporation limited liability company (the “CompanyDepositor”) and SunTrust Bank, a Georgia banking corporation (“SunTrust”), confirm their agreement with the Representatives and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Depositor proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (Underwriters the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount notes of the Company’s 7.375% Senior Notes due 2031 classes designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). Citigroup Global Markets Inc. has agreed The Notes are to act as representative of the several Initial Purchasers be issued by SunTrust Auto Trust 20[ ]-[ ], a Delaware statutory trust (the “RepresentativeIssuer”) in connection with under the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture Indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof)Date, among between the Company, the Guarantors (as defined below) named therein as parties thereto Issuer and UMB Bank, N.A.[ ], as indenture trustee (in such capacity, the “Indenture Trustee”). The Notes will be issued only in book-entry form in collateralized by the name Trust Estate (as defined below). The assets of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date Issuer (the “DTC Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Depositor, the Issuer, SunTrust and the Indenture Trustee (the “Sale and Servicing Agreement”), among (ii) the CompanyReceivable Files, (iii) the Trustee security interests in the Financed Vehicles, (iv) any proceeds from claims on any Insurance Policy and DTCrefunds in connection with extended service agreements relating to Receivables which became Defaulted Receivables after the applicable Cut-Off Date, (v) any other property securing the Receivables, (vi) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), (vii) the rights of the Depositor, as buyer, under the Purchase Agreement, (viii) rights under the Sale and Servicing Agreement and [the Interest Rate Swap Agreement and] (ix) all proceeds of the foregoing. The payment of principal of, premium, if any, Receivables and interest on the Notes related property will be fully conveyed to the Depositor by SunTrust pursuant to the Purchase Agreement, dated as of the Closing Date, between the Depositor and unconditionally guaranteed SunTrust (the “GuaranteesPurchase Agreement”) and will be conveyed to the Issuer by the Depositor pursuant to the Sale and Servicing Agreement. [On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” one or more classes of Notes (the “Current GuarantorsSwap Agreement”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the ).] The terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and set forth in the manner set forth herein and in the Pricing Disclosure Package Registration Statement (as defined below) and agrees that the Initial Purchasers may resellrelated Prospectus (as defined below), subject as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Sale and Servicing Agreement. The Securities are to be offered Depositor has prepared and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form S-3 (having the registration number 333-143513), including a form of prospectus, relating to the terms of Notes. The registration statement as amended has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or if an exemption from Act, is referred to in this Agreement as the registration requirements of “Registration Statement.” The Depositor proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) a supplement (such supplement, together with any amendment thereof or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandumsupplement thereto, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein is hereinafter referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “AgreementProspectus Supplement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated prospectus included in the date hereof Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the “Final Offering Memorandum”). This Agreement, form it appears in the Securities Registration Statement or in the form most recently revised and filed with the Indenture (including the Guarantees set forth thereinCommission pursuant to Rule 424(b) are collectively is hereinafter referred to herein as the “Transaction DocumentsBasic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.” The Company hereby confirms its agreements with the Initial Purchasers as follows:”
Appears in 1 contract
Introductory. CNX Resources CorporationSunoco LP, a limited partnership organized under the laws of the State of Delaware corporation (the “CompanySunoco”), proposes and Sunoco Finance Corp., a corporation organized under the laws of the State of Delaware (“Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 800,000,000 aggregate principal amount of the Company’s 7.375Issuers’ 6.250% Senior Notes due 2031 2021 (the “Notes”). Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture indenture, to be dated as of April 7, 2016 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the CompanyIssuers, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) ), pursuant to a letter of representations, representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the CompanyIssuers, the Trustee and DTCthe Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of April 7, 2016 (the “Registration Rights Agreement”), among the Issuers, the Guarantors, ETP Retail Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (“ETP Retail”), and the Representative, on behalf of itself and the other Initial Purchasers, pursuant to which the Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (ai) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (bii) any subsidiary of the Company Sunoco formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). ETP Retail will enter into a Guarantee of Collection with the Issuers providing for a limited contingent guarantee of the Issuers’ and Guarantors’ obligation to pay the principal on the Notes (the “ETP Retail Contingent Guarantee”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands issuance and sale of the Notes, the issuance of the Guarantees, the application of the proceeds from the sale of the Securities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “Transactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities and the ETP Retail Contingent Guarantee are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has Issuers have prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12April 4, 2022 2016 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially Supplement, dated April 4, 2016, in the form attached hereto as Annex III Exhibit A (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company Issuers will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (Sunoco LP)
Introductory. CNX Resources CorporationRemington Arms Company, Inc., a Delaware corporation (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial "Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate ") U.S.$200,000,000 principal amount of the Company’s 7.375its 10-1/2% Senior Notes due 2031 2011 (the “"Notes”"). Citigroup Global Markets Inc. has agreed , to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture (the “Indenture”)indenture, to be dated as of the Closing Date (as defined in Section 2 hereofbelow) (the "Indenture"), among the Company, the Guarantors (as defined below) named therein as parties thereto party hereto and UMB Bank, N.A.U.S. Bank National Association, as trustee Trustee on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (in such capacitythe "Securities Act"). The holders of the Offered Securities (as defined below) will be entitled to the benefits of a Registration Rights Agreement to be dated the Closing Date among the Company, the “Trustee”Guarantors and the Purchasers (the "Registration Rights Agreement"), pursuant to which the Issuers (as defined below) will agree to use their reasonable best efforts to file a registration statement with the Securities Exchange Commission (the "Commission") registering the resale of the Offered Securities under the Securities Act. The Notes will be issued only in book-entry form guaranteed by all existing domestic Subsidiaries and by all Subsidiaries that in the name future guarantee certain other indebtedness of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, if any (as defined in the Trustee Indenture), each of which will become a guarantor in accordance with the terms of the Indenture (collectively, the "Guarantors") and DTC. The payment of principal of, premium, if any, and interest on will unconditionally guarantee the Notes will be fully and unconditionally guaranteed (the “"Guarantees”") on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required subject in each case to execute a supplemental indenture to provide a guarantee release in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to collectively as the “"Offered Securities.” " The Company understands that and the Initial Purchasers propose Guarantors to make an offering of be party to the Securities Indenture on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities Closing Date are made is referred to collectively as the “Time of Sale”). "Issuers." The Securities are to be offered Company and sold to or through the Initial Purchasers without being registered Guarantors hereby agree with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial several Purchasers as follows:
Appears in 1 contract
Samples: Remington Arms Co Inc/
Introductory. CNX Resources CorporationSubject to the terms and conditions herein contained, a Delaware corporation eHi Car Services Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth opposite their names in such Schedule A hereto of $500,000,000 200,000,000 aggregate principal amount of the Company’s 7.3757.50% Senior Notes due 2031 2018 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of December 8, 2015 (the Closing Date (as defined in Section 2 hereof“Indenture”), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.Citicorp International Limited, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) following direct and (b) any subsidiary indirect subsidiaries of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the IndentureCompany: Brave Passion Limited, eHi Auto Services (Hong Kong) Holding Limited and their respective successors and assigns L&L Financial Leasing Holding Limited, (collectively, the “Guarantors”) pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.” The date of the completion of the offering of the Notes, as specified in Section 2 below, is referred to herein as the “Closing Date.” On the Closing Date, the Notes will be guaranteed by each of the Guarantors. The foregoing is descriptive only and all related matters will be governed by the operative agreements and not the preceding paragraphs. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that such Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationXxxxxxxx 66, a Delaware corporation (the “CompanyParent”), proposes to and Xxxxxxxx 66 Company, a Delaware corporation (“Xxxxxxxx 66 Company” or the “Guarantor”), propose that the Parent will issue and sell from time to the several Initial Purchasers named in Schedule A hereto time certain of its unsecured debt securities (the “Initial PurchasersDebt Securities”) that will be fully and unconditionally guaranteed by Xxxxxxxx 66 Company (the Debt Securities, including the guarantee relating thereto by the Guarantor (the “Guarantee”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.375% Senior Notes due 2031 (being hereinafter called the “NotesSecurities”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture (the “Indenture”)indenture, to be dated as of the Closing Date (as defined in Section 2 hereofbelow) (the “Indenture”), among the CompanyParent, the Guarantors (as defined below) named therein as parties thereto Guarantor and UMB Xxxxx Fargo Bank, N.A.National Association, as trustee (in such capacity, the “Trustee”), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Securities being determined at the time of sale. The Notes Particular series of the Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) sold pursuant to a letter Terms Agreement referred to in Section 3, for resale in accordance with terms of representationsoffering determined at the time of sale. The Securities involved in any such offering are hereinafter referred to as the “Offered Securities”. The firm or firms which agree to purchase the Offered Securities, as set forth in a Terms Agreement referred to in Section 3 hereof, are hereinafter referred to as the “Initial Purchasers” (which term shall include any person substituted for an Initial Purchaser pursuant to Section 8 hereof) of such securities, and the representative or representatives of the Initial Purchasers, if any, specified in a Terms Agreement referred to in Section 3 hereof are hereinafter referred to as the “Representatives”; provided, however, that if the Terms Agreement does not specify any representative of the Initial Purchasers, the term “Representatives”, as used in this Agreement (other than in Sections 2(d) and 7 and the second sentence of Section 3), shall mean the Initial Purchasers. The holders of the Offered Securities, including the Initial Purchasers and their direct and indirect transferees, will be entitled to the benefits of a registration rights agreement, to be dated on or before as of the Closing Date (the “DTC Registration Rights Agreement”), among the CompanyParent, the Trustee Guarantor and DTC. The payment of principal ofthe Initial Purchasers, premium, if any, pursuant to which the Parent and interest on the Notes Guarantor will be fully required to file with the Securities and unconditionally guaranteed Exchange Commission (the “GuaranteesCommission”), under the circumstances set forth therein, (i) on a senior unsecured basisone or more registration statements under the Securities Act of 1933 (as amended, jointly the “Act,” which term, as used herein, includes the rules and severally by (aregulations of the Commission promulgated thereunder) relating to additional series of debt securities of the entities listed on Parent with terms substantially identical to each series of the signature pages hereof as “Guarantors” Offered Securities (the “Current GuarantorsRegistered Securities”) to be offered in exchange for the Offered Securities (the “Exchange Offer”) and (bii) any subsidiary a shelf registration statement pursuant to Rule 415 under the Act relating to the resale by certain holders of the Company formed Offered Securities, and in each case, to use their commercially reasonable efforts to cause such registration statements to be declared effective. In each case in exchange for a new series of Securities (the “Exchange Securities”) issued in exchange for all or acquired after a portion of a previously issued series of Securities, having identical terms to the Closing Date that is required Securities exchanged, subject to execute a supplemental indenture exceptions set forth in the Indenture and the Final Offering Memorandum, (as defined below), the Parent may cause, subject to provide a guarantee certain conditions set forth in accordance with the terms of the Indenture, (i) Xxxxxxxx 66 Company to issue Exchange Securities in exchange for Securities of the Parent, which Exchange Securities shall be guaranteed by the Parent, (ii) Xxxxxxxx 66 Project Development Inc. (“PDI”) to issue Exchange Securities in exchange for Exchange Securities of Xxxxxxxx 66 Company, which Exchange Securities shall be guaranteed by the Parent and their respective successors Xxxxxxxx 66 Company, and assigns (collectivelyiii) Xxxxxxxx 66 Partners LP (“PSXP” and, along with Xxxxxxxx 66 Company and PDI, each an “Eligible Exchange Securities Issuer”) to issue Exchange Securities in exchange for Exchange Securities of PDI, which Exchange Securities shall be guaranteed by the “Guarantors”)Parent and Xxxxxxxx 66 Company. The Notes and the Guarantees are herein referred to as the “Securities.” The Company Parent understands that the Initial Purchasers propose to make an offering of the Offered Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Offered Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales resales of the Securities are made made, as set forth in any Terms Agreement referred to in Section 3 entered into in connection with a specified offering of the Offered Securities, is referred to as the “Time of SaleExecution Time”). The Parent acknowledges and agrees that the Initial Purchasers may offer and sell the Offered Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell the Offered Securities purchased by it to or through any Initial Purchaser. The Offered Securities are to be offered and sold to or through by the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Offered Securities and the Indenture, investors who acquire Offered Securities shall be deemed to have agreed that Offered Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (Phillips 66)
Introductory. CNX Resources CorporationAmerican Capital, Ltd., a Delaware corporation (the “Company”), proposes to issue confirms its agreement with the Representatives (as defined below) and sell to each of the several Initial Purchasers other Underwriters named in Schedule A attached hereto and made a part hereof (collectively, the “Initial PurchasersUnderwriters”)) with respect to (a) the sale by the Company and purchase by the Underwriters, acting severally and not jointly, the of their respective amounts set forth in such Schedule A hereto portions of $500,000,000 · aggregate principal amount of the Company’s 7.375% Senior · Notes due 2031 · (the “NotesSecurities”). Citigroup Global Markets Inc. has The Securities will be issued pursuant to an Indenture dated as of , 2009, by and between the Company, as issuer, and [ ], as trustee (the “Trustee”), as supplemented by a Supplemental Indenture thereto to be dated as of · (collectively, the “Indenture”). [Underwriter] and [Underwriter] have agreed to act as representative representatives of each of the several Initial Purchasers Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the NotesSecurities. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance has filed with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the United States Securities and Exchange Commission (the “Commission”) under pursuant to the Securities Act of 1933 (1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act,” which term”) and the Investment Company Act of 1940, as used hereinamended, includes and the rules and regulations promulgated thereunder (the “Investment Company Act”), a registration statement on Form N-2 for the offer and sale of an aggregate amount of $1,500,000,000 of securities (File No. 333- ), which registration statement became effective on , 2009, a copy of which has heretofore been delivered to you. The Company proposes to file with the Commission promulgated thereunder)pursuant to Rule 497 under the Securities Act, in reliance upon exemptions therefrom. Pursuant a supplement, dated as of ·, to the terms final prospectus dated as of , 2009, relating to the Securities and the Indenturemethod of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Securities set forth therein. Such registration statement, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferredincluding the exhibits thereto, after as amended at the date hereof, if is hereinafter called the “Registration Statement”; such Securities are registered for sale prospectus, in the form in which it was included in the Registration Statement at the time it was declared effective, is hereinafter called the “Basic Prospectus”; such supplement to the Basic Prospectus, in the form in which it will be filed with the Commission pursuant to Rule 497 under the Securities Act or if an exemption from the registration requirements of the Securities Act Act, is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (hereinafter called the “Preliminary Offering Memorandum”), Prospectus Supplement” and has prepared the Basic Prospectus and delivered to the Initial Purchasers copies of a Pricing Prospectus Supplement substantially in the form attached hereto as Annex III (together are hereinafter called the “Pricing Supplement”)Prospectus.” The Prospectus, describing the terms of the Securitiessubject to completion, each for use by the Initial Purchasers used in connection with its solicitation of offers to purchase the Securities. The a public offering is called a “Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure PackageProspectus.” Promptly after All references in this Purchase Agreement underwriting agreement (this “Agreement”) is executed and deliveredto the Registration Statement, the Company will prepare Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed, as applicable, with the Commission pursuant to its Electronic Data Gathering, Analysis and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof Retrieval System (the “Final Offering MemorandumXXXXX”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers Underwriters as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationiPCS, Inc., a Delaware corporation (the “Company”), proposes proposes, upon the terms and subject to the conditions of this Agreement to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 300,000,000 aggregate principal amount of the Company’s 7.375% First Lien Senior Secured Floating Rate Notes due 2031 2013 (the “First Lien Notes”) and $175,000,000 aggregate principal amount of the Company’s Second Lien Senior Secured Floating Rate Notes due 2014 (the “Second Lien Notes”, and together with the First Lien Notes, the “Notes”). Citigroup Global Markets Inc. has agreed The Company’s obligations with respect to act as representative of the several Initial Purchasers Notes will be unconditionally guaranteed (the “RepresentativeGuarantees” and, together with the Notes, the “Securities”) in connection on a senior secured basis by each of the Company’s direct and indirect domestic subsidiaries (the “Guarantors” and, together with the offering and sale of Company, the Notes“Issuers”). The Securities (as defined below) First Lien Notes will be issued pursuant to an indenture indenture, dated as of April 23, 2007 (the “First Lien Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto Issuers and UMB Bank, N.A.U.S. Bank National Association, as trustee (in such capacity, the “First Lien Trustee”). The Second Lien Notes will be issued pursuant to an indenture, dated as of April 23, 2007 (the “Second Lien Indenture” and, together with the First Lien Indenture, the “Indentures”), among the Issuers and U.S. Bank National Association, as trustee (the “Second Lien Trustee” and, together with the First Lien Trustee, the “Trustees”). The Issuers’ obligations with respect to the First Lien Notes and the related Guarantees will be secured by a first priority lien on the Collateral (as defined in the Pricing Disclosure Package (as defined below)) pursuant to a first lien security agreement, dated as of April 23, 2007 (the “First Lien Security Agreement”), for the benefit of the holders of the First Lien Notes, by and among the Issuers and the First Lien Trustee, in its capacity as the First Lien Collateral Agent. The Issuers’ obligations with respect to the Second Lien Notes and the related Guarantees will be secured by a second priority lien on the Collateral (as defined in the Pricing Disclosure Package (as defined below)) pursuant to a second lien security agreement, dated as of April 23, 2007 (the “Second Lien Security Agreement” and, together with the First Lien Security Agreement, the “Security Agreements”), for the benefit of the holders of the Second Lien Notes, by and among the Issuers and the Second Lien Trustee, in its capacity as the Second Lien Collateral Agent. The Company intends to apply the net proceeds from the sale of the Securities and cash on hand of approximately $53.9 million to pay a dividend to stockholders of the Company (the “Dividend”) and to purchase any and all of its outstanding 11 1/2% Senior Notes due 2012 and 11 3/8% Senior Notes due 2012 (together, the “Existing Notes”) validly tendered, and accepted for purchase and payment, pursuant to the offer to purchase the Existing Notes made by the Company (together with any amendments, supplements and extensions thereof, the “Tender Offer”) and to pay any applicable consent payments relating thereto pursuant to a related solicitation of consents (together with any amendments, supplements and extensions thereof, the “Consent Solicitation) under the offer to purchase and consent solicitation statement, dated April 9, 2007 (together with any amendments and supplements thereof, the “Offer to Purchase”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and DTCthe Depositary. The payment holders of principal of, premium, if any, and interest on the First Lien Notes will be fully and unconditionally guaranteed entitled to the benefits of a registration rights agreement, dated as of April 23, 2007 (the “GuaranteesFirst Lien Registration Rights Agreement”), among the Issuers and the Initial Purchasers, pursuant to which the Issuers will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the First Lien Notes and guaranteed on a senior unsecured basis, jointly and severally secured basis by (a) the entities listed on the signature pages hereof as “Guarantors” Guarantors (the “Current GuarantorsFirst Lien Exchange Securities”) to be offered in exchange for the First Lien Notes (the “First Lien Exchange Offer”) and (bii) any subsidiary to the extent required by the First Lien Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the First Lien Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The holders of the Second Lien Notes will be entitled to the benefits of a registration rights agreement, dated as of April 23, 2007 (the “Second Lien Registration Rights Agreement” and, together with the First Lien Registration Rights Agreement, the “Registration Rights Agreements”), among the Issuers and the Initial Purchasers, pursuant to which the Issuers will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company formed or acquired after with terms substantially identical to the Closing Date that is required to execute Second Lien Notes and guaranteed on a supplemental indenture to provide a guarantee in accordance senior secured basis by the Guarantors (the “Second Lien Exchange Securities” and, together with the terms of the Indenture, and their respective successors and assigns (collectivelyFirst Lien Exchange Securities, the “GuarantorsExchange Securities”). The ) to be offered in exchange for the Second Lien Notes and the Guarantees are herein referred to as (the “Securities.Second Lien Exchange Offer” and, together with the First Lien Exchange Offer, the “Exchange Offer”) and (ii) to the extent required by the Second Lien Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Second Lien Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on at any time after the terms set forth in time this Agreement is executed by the Pricing Disclosure Package parties hereto (the first time when sales of the Securities are made is referred to as the “Time of SaleExecution”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the IndentureIndentures, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12April 9, 2022 2007 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated April 11, 2007 (the “Pricing Supplement”)) a true and correct copy of which is attached as Annex II hereto, describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and deliveredthe Time of Execution, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This AgreementAll references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the Securities “Exchange Act,” which term, as used herein, includes the rules and regulations of the Indenture Commission promulgated thereunder) prior to the Time of Execution and incorporated by reference in the Pricing Disclosure Package (including the Guarantees set forth thereinPreliminary Offering Memorandum) are collectively referred to herein or the Final Offering Memorandum (as the case may be), and all references herein to the terms “Transaction Documents.amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Execution and incorporated by reference in the Final Offering Memorandum. The Company and the Guarantors hereby confirms its confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (iPCS, INC)
Introductory. CNX Resources CorporationSabine Pass Liquefaction, LLC, a Delaware corporation limited liability company (the “Company”), proposes to issue and sell to agrees with the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”)) subject to the terms and conditions stated herein, acting severally to issue and not jointly, sell to the respective amounts set forth Purchasers in such Schedule A hereto of the aggregate U.S. $500,000,000 aggregate 2,000,000,000 principal amount of the Company’s 7.375its 4.500% Senior Secured Notes due 2031 2030 (the “Notes”). Citigroup Global Markets Inc. has agreed to act The Notes shall be issued under the indenture dated as representative of the several Initial Purchasers February 1, 2013 (the “RepresentativeBase Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) in connection as supplemented by an eighth supplemental indenture, dated September 19, 2016 (the “Eighth Supplemental Indenture”) and an eleventh supplemental indenture that will be dated as of May 8, 2020, relating to the Notes (the “Eleventh Supplemental Indenture,” and together with the offering Base Indenture, as supplemented by the Eighth Supplemental Indenture and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (Eleventh Supplemental Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Third Amended and Restated Common Terms Agreement, dated as of March 19, 2020, among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein) (collectively, the “Common Terms Agreement”)). The holders of the Notes will be entitled to the benefits of a registration rights agreement, dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Registration Rights Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of between the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred Purchasers, pursuant to as which the “Securities.” The Company understands that the Initial Purchasers propose agrees to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or file a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the United States Securities Act of 1933 1933, as amended (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant ”) with terms substantially identical to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 Notes (the “Preliminary Offering MemorandumExchange Notes”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources Kraton Polymers LLC, a Delaware limited liability company (the “Company”), and Kraton Polymers Capital Corporation, a Delaware corporation (the “Co-Issuer” and together with the Company, the “Issuers”), proposes propose to issue and sell to the several Initial Purchasers underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 100 million aggregate principal amount of the Company’s 7.375Issuers’ 6.75% Senior Notes due 2031 2019 (the “Notes”). Citigroup Global Markets Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), Xxxxxxx, Sachs & Co. (“Xxxxxxx Xxxxx”), Macquarie Capital (USA) Inc. has (“Macquarie”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) have agreed to act as representative the representatives of the several Initial Purchasers Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Notes. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) Kraton Performance Polymers, Inc. (the “Parent”), (ii) Elastomer Holdings LLC and Kraton Polymers U.S. LLC (the “Subsidiary Guarantors”) and (iii) any subsidiary of the Issuers formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (together with the Parent and the Subsidiary Guarantors, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities (as defined below) will be issued pursuant to an indenture dated as of February 11, 2011 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the CompanyIssuers, the Guarantors (as defined below) named therein as parties thereto and UMB Xxxxx Fargo Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date December 16, 2003 (the “DTC Agreement”), among . To the Companyextent there are no additional underwriters listed on Schedule A other than you, the Trustee term Representatives as used herein shall mean you as the Underwriters, and DTCthe terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary use of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee neuter in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Underwriting Agreement (this “Agreement”) is executed shall include the feminine and delivered, masculine wherever appropriate. The entry by the Company will prepare Issuers and deliver the Guarantors into an amendment to the Initial Purchasers a Final Offering Memorandum dated credit agreement governing the date hereof Company’s senior secured credit facility (the “Final Offering MemorandumSenior Credit Facility”). ) as described in the Disclosure Package and the Prospectus (as defined below) and the payment of transaction costs (which may be paid after the Closing Date) are referred to herein collectively, as the “Concurrent Transactions.” This Agreement, the Securities DTC Agreement, the Securities, the Indenture and the Indenture amendment to the credit agreement governing the Senior Credit Facility (including the Guarantees set forth therein“Credit Agreement Amendment”) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:”
Appears in 1 contract
Samples: Underwriting Agreement (Kraton Performance Polymers, Inc.)
Introductory. CNX Resources Rayovac Corporation, a Delaware Wisconsin corporation (the “"Company”"), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “"Initial Purchasers”"), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 700,000,000 aggregate principal amount of the Company’s 7.375's 7 3/8% Senior Subordinated Notes due 2031 2015 (the “"Notes”"). Banc of America Securities LLC, Citigroup Global Markets Inc. has Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and ABN AMRO Incorporated have agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of February 7, 2005 (the Closing Date (as defined in Section 2 hereof"Indenture"), among the Company, the Guarantors guarantors named in the Indenture (as defined beloweach a "Guarantor") named therein as parties thereto and UMB Banktogether the "Guarantors", N.A.including without limitation, ROV Holding, Inc. and Rovcal, Inc. (the "Rayovac Guarantors"), and U.S. Bank Trust National Association, as trustee (in such capacity, the “"Trustee”"). The Notes will be issued only in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”the "Depositary") pursuant to a letter of representationsDTC Agreement, to be dated on or before as of the Closing Date (as defined in Section 2) (the “"DTC Agreement”"), among the Company, the Trustee and DTCthe Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of February 7, 2005 (the "Registration Rights Agreement"), among the Company, the Guarantors and the Initial Purchasers, pursuant to which each of the Company and the Guarantors will agree to file, within 120 days of the Closing Date, a registration statement with the Commission registering the Exchange Securities (as defined below) under the Securities Act (as defined below). The payment of principal ofprincipal, premiumof premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured subordinated basis, jointly and severally by (ai) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) Guarantors and (bii) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns assigns, pursuant to their guarantees (collectively, the “Guarantors”"Guarantees"). The Notes and the Guarantees attached thereto are herein collectively referred to as the “"Securities"; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities". The Notes are being issued as part of the financing of the Company's acquisition (the "Acquisition") of all of the outstanding equity interests of United Industries Corporation, a Delaware corporation ("United"). In connection with the Acquisition, the Company: (i) will retire the indebtedness under the credit agreement of United dated as of January 20, 1999, as amended (the "United Credit Agreement") and the credit agreement of the Company dated October 1, 2002, as amended (the "Rayovac Credit Agreement"), and will enter into a new senior credit agreement (the "New Senior Credit Agreement") consisting of a total of $1.03 billion in senior secured credit facilities, made up of aggregate term loan facilities of $730 million and a revolving credit facility of $300 million and (ii) has commenced a tender offer (the "Tender Offer") to acquire United's existing 9 7/8% Series D Senior Subordinated Notes due 2009 (the "Series D Notes"). The Acquisition, the entering into of the New Senior Credit Agreement and the retirement of the United Credit Agreement and the Rayovac Credit Agreement, and the consummation of the Tender Offer are hereinafter collectively referred to as the "Concurrent Transactions.” " References in this Agreement to subsidiaries of the Company shall be deemed to include United and each of its subsidiaries. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “"Subsequent Purchasers”") on at any time after the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “"Commission”") under the Securities Act of 1933 (as amended, the “"Securities Act,” " which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the The terms of the Securities and the Indenture, Indenture will require that investors who that acquire Securities shall be deemed to have agreed expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“"Rule 144A”") or Regulation S under the Securities Act (“"Regulation S”") thereunder)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (Rayovac Corp)
Introductory. CNX Resources CorporationCentury Communities, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to X.X. Xxxxxx Securities LLC and the other several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 400,000,000 aggregate principal amount of the Company’s 7.3755.875% Senior Notes due 2031 2025 (the “Notes”). Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of the Closing Date (as defined in Section 2 hereof)May 12, 2017, among the Company, the Guarantors (as defined below) named therein as parties thereto ), and UMB Bank, N.A.U.S. Bank National Association, as trustee (in such capacity, the “Trustee”) relating to the issuance of the Securities, (the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and DTCthe Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of May 12, 2017 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Representative, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and/or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (ai) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (bii) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The issuance and sale of the Notes, the issuance of the Guarantees, the repayment of certain borrowings under the Company’s existing credit facilities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively, as the “Transactions.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12May 8, 2022 2017 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated May 9, 2017 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationXxxxx Xxxxx Inc., a Delaware corporation (the “Company”)) and Xxxxx Xxxxx, proposes a New York general partnership and subsidiary of the Company (“Xxxxx Xxxxx GP”, and together with the Company, the “Issuers”) propose to issue and sell to the several Initial Purchasers named in Schedule A hereto Banc of America Securities LLC (the “Initial PurchasersPurchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of ) $500,000,000 50,000,000 aggregate principal amount of the Company’s 7.375% Issuers’ Senior Secured Floating Rate Notes due 2031 2010 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative The Notes will be the joint and several obligations of each of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the NotesIssuers. The Securities payment of principal, premium and Liquidated Damages (as defined in the Indenture (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes and the Exchange Notes (as defined in the Offering Memorandum (as defined below)), will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured secured basis, jointly and severally severally, by Xxxxx Xxxxx Holdings, Inc., a Delaware corporation (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current GuarantorsHoldings”) and all the existing and future direct and indirect domestic subsidiaries of the Company (b) other than Xxxxx Xxxxx GP), and any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 2) that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees thereof are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers have prepared and will deliver to the Initial Purchaser copies of the final Offering Memorandum, dated on or about the date hereof, describing the terms of the Securities, for use by the Initial Purchaser in connection with its solicitation of offers to purchase the Securities. As used herein, the “Offering Memorandum” shall mean, with respect to any date or time referred to in this Agreement, the Issuers’ final Offering Memorandum, dated on or about the date hereof, including amendments or supplements thereto and any exhibits thereto, in the most recent form that has been prepared and delivered by the Issuers to the Initial Purchaser in connection with its solicitation of offers to purchase Securities and all information incorporated therein by reference. Further, any reference to the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the Issuers prior to the completion of the distribution of the Securities. The Securities will be issued pursuant to the indenture, dated as of December 20, 2004 (the “Indenture”), among the Issuers, U.S. Bank National Association, as trustee (the “Trustee”) and the Guarantors. Securities issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a DTC blanket issuer letter of representations (the “DTC Agreement”), among the Issuers and the Depositary. Concurrently with the issuance of the Securities, the Issuers and the Guarantors will use the proceeds of the issuance of the Notes to permanently repay part of the borrowings under the Credit Agreement, dated as of July 21, 2003, as amended by Amendment No. 1 thereto, dated July 22, 2004, and Amendment No. 2 thereto, dated August 9, 2005, among the Issuers, the Guarantors, and the agents and lenders thereunder (the “Revolving Credit Agreement”) and for other purposes described under the caption “Use of Proceeds” in the Offering Memorandum (collectively, the “Refinancing”). The holders of the Securities and their direct and indirect transferees will also be entitled to the benefit of security interests (“Liens”) in various personal property and other assets (the “Collateral”) granted under the Amended and Restated Security Agreement among the Issuers, the Guarantors and the collateral agent named thereunder (the “Collateral Agent”), and the Pledge Agreement, among the same parties, in each case, dated as of December 20, 2004 (collectively, the “Security Agreements”), and the other collateral documents related thereto (the “Other Collateral Documents”). All of the aforementioned Liens will be subject to the terms of the Intercreditor Agreement, dated as of July 30, 2004, between the Collateral Agent and the collateral agent for lenders under the Revolving Credit Agreement (as amended, restated, supplemented or modified from time to time, the “Intercreditor Agreement”). Together, the Security Agreements and the Other Collateral Documents are referred to herein as the “Collateral Documents.” The issuance and sale of the Securities, the Refinancing and all related transactions are hereinafter referred to collectively as the “Transactions,” and documents executed in connection therewith are referred to collectively as the “Transaction Documents.” The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchaser. Each of the Issuers understands that the Initial Purchasers propose Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) Offering Memorandum and agrees that the Initial Purchasers Purchaser may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on at any time after the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers Purchaser without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the The terms of the Securities and the Indenture, Indenture will require that investors who acquire Securities shall be deemed to have agreed expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)) thereunder). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum Issuers and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company Guarantors hereby confirms its agreements confirm their agreement with the Initial Purchasers Purchaser as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationSovran Acquisition Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), Sovran Self Storage, Inc., a Maryland corporation (the “Company”)) and Sovran Holdings, Inc., a Delaware corporation, the general partner of the Operating Partnership and wholly-owned subsidiary of the Company (together with the Company and the Operating Partnership, the “Transaction Entities”) proposes to issue and sell to the several Initial Purchasers Underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of ) $500,000,000 600,000,000 aggregate principal amount of the Company’s 7.3753.500% Senior Notes due 2031 2026 (the “Notes”). Citigroup Global Markets Inc. has agreed The Notes are to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture to be dated on or about June 20, 2016 among the Operating Partnership, Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), and the Company, as guarantor (the “Base Indenture”), as supplemented by the first supplemental indenture to be dated on or about June 20, 2016 among the Operating Partnership, the Trustee and the Company, as guarantor (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). Xxxxx Fargo Securities, LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc. and U.S. Bancorp Investments, Inc. have agreed to be dated act as the representative of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee several Underwriters (in such capacity, the “TrusteeRepresentatives”)) in connection with issuance and sale of the Notes by the Operating Partnership. This agreement by and among the Transaction Entities and the Underwriters shall be referred to as this “Agreement.” The Notes will be fully and unconditionally guaranteed as to the payment of principal and interest by the Company (the “Guarantees” and together with the Notes, the “Securities”) in accordance with the terms of the Notes and the Indenture. Notes issued only in book-entry form in the name of will be issued to Cede & Co., Co. as nominee of The Depository Trust Company (“DTC”) pursuant to ). The Transaction Entities have entered into a letter of representations, to be dated on or before the Closing Date purchase agreement (the “DTC Purchase Agreement”)) with LifeStorage, among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed LP (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “GuarantorsLifeStorage”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and Purchase Agreement, the Indenture, investors who acquire Securities shall be deemed to Transaction Entities have agreed that Securities may only be resold or otherwise transferred, after to acquire LifeStorage (the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144AAcquisition”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared Transaction Entities expect to fund a portion of the purchase price of the Acquisition with the proceeds from the issuance and delivered sale of the Notes pursuant to this Agreement. Contemporaneously with entering into the Initial Purchasers copies of Purchase Agreement, the Transaction Entities also obtained a Preliminary Offering Memorandum, dated September 12, 2022 commitment (the “Preliminary Offering MemorandumBridge Loan Commitment”) from Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC, Citigroup Global Markets Inc. and SunTrust Bank to provide a bridge loan facility (the “Facility”), for purposes of financing the Acquisition and has prepared to pay related fees and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securitiesexpenses. The Preliminary Offering Memorandum Purchase Agreement and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) Bridge Loan Commitment are collectively referred to herein as the “Transaction DocumentsAgreements.” The Company Each of the Transaction Entities jointly and severally hereby confirms its agreements with the Initial Purchasers Underwriters as follows:
Appears in 1 contract
Samples: Underwriting Agreement (Sovran Acquisition LTD Partnership)
Introductory. CNX Resources CorporationBuffets, Inc., a Delaware Minnesota corporation (the “CompanyIssuer”)) proposes, proposes subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of ) U.S. $500,000,000 aggregate 300,000,000 principal amount of the Company’s 7.375its 12 1/2% Senior Notes due 2031 2014 (the “NotesOffered Securities”). Citigroup Global Markets Inc. has agreed The Offered Securities will be issued under an indenture to act be dated as representative of the several Initial Purchasers November 1, 2006 (the “RepresentativeClosing Date”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the CompanyIssuer, the Subsidiary Guarantors (as defined belowhereinafter defined), Buffets Holdings, Inc. (“Holdings”) named therein as parties thereto and UMB Bank, N.A.U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” As part of the transactions described in the name of Cede & Co., Preliminary Offering Circular and Final Offering Circular (as nominee of The Depository Trust Company (“DTC”hereinafter defined) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Transactions”), pursuant to the Agreement and Plan of Merger dated as of July 24, 2006, among the Issuer and Ryan’s Restaurant Group, Inc., a South Carolina corporation (“Ryan’s”), and Buffets Southeast, Inc. (the “Merger Subsidiary”) (the “Merger Agreement”), among Ryan’s will merge (the Company“Merger”) with and into the Merger Subsidiary, with Ryan’s remaining as the Trustee surviving entity and DTCa wholly-owned subsidiary of the Issuer. The payment of principal of, premium, if any, and interest on the Notes Offered Securities will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly basis by Holdings and severally by (a) the entities Issuer’s subsidiaries listed as such on the signature pages hereof as “Guarantors” Schedule B hereto (the “Current Subsidiary Guarantors”) and (b) any subsidiary ). Immediately after consummation of the Company formed or acquired after Merger, the Closing Date that is required to execute Offered Securities will be guaranteed on a supplemental indenture to provide a guarantee in accordance senior basis by each of the Ryan’s subsidiaries listed on Schedule B-1 hereto (the “Ryan’s Guarantors” and, together with the terms of the Indenture, Subsidiary Guarantors and their respective successors and assigns (collectivelyHoldings, the “Guarantors”). The Notes and On the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering Closing Date upon consummation of the Securities on Merger, (i) the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject Ryan’s Guarantors will each execute counterparts to the conditions set forth herein, all or a portion of the Securities to purchasers this Agreement (the “Subsequent PurchasersPurchase Agreement Counterparts”), and (ii) on the terms Issuer, the Ryan’s Guarantors and the Trustee will enter into a supplemental indenture relating to the Indenture (the “Supplemental Indenture”). In connection with the Transactions, the Issuer will enter into a Credit Facility Agreement among the Issuer, Holdings, the subsidiaries of the Issuer identified therein as guarantors, the lenders from time to time party thereto and Credit Suisse as administrative agent, that will provide for a new credit facility in an aggregate principal amount of U.S. $640,000,000 (the “New Credit Facility”). Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the Pricing Disclosure Package registration rights agreement (the first time when sales of “Registration Rights Agreement”) to be dated the Closing Date, for so long as such Offered Securities are made is referred to constitute “Transfer Restricted Securities” (as defined in the “Time of Sale”Registration Rights Agreement). The Securities are Pursuant to be offered and sold the Registration Rights Agreement, the Issuer will agree to or through the Initial Purchasers without being registered file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 circumstances set forth therein, (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the i) a registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A statement under the Securities Act (the “Rule 144AExchange Offer Registration Statement”) or Regulation S relating to the Offered Securities in a like aggregate principal amount as the Issuer issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering MemorandumExchange Securities”), and has prepared and delivered to be offered in exchange for the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III Offered Securities (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers such offer to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein exchange being referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “AgreementExchange Offer”) is executed and delivered(ii) if necessary under the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof Securities Act (the “Final Offering MemorandumShelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”)) relating to the resale by certain holders of the Offered Securities and to use its commercially reasonable efforts to cause such Registration Statements to be declared effective and cause such Registration Statements to remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to collectively as the “Securities.” This Agreement, the Securities Purchase Agreement Counterparts, the Registration Rights Agreement, the Indenture and the Supplemental Indenture (including the Guarantees set forth therein) are collectively referred to herein collectively as the “Transaction Operative Documents.” The Company Issuer hereby confirms its agreements agrees with the Initial several Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (Ryan's Restaurant Leasing Company, LLC)
Introductory. CNX Resources Intersil Corporation, a Delaware corporation (the “"Company”") and Intersil Holding Corporation, a Delaware corporation ("Intersil Holding" and, together with the Company, the "Issuers"), proposes propose, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named in Schedule A hereto (the “"Initial Purchasers”") 200,000 units (the "Units"), acting severally and not jointly, each Unit consisting of one of the respective amounts set forth Company's 13 1/4% Senior Subordinated Notes Due 2009 in such Schedule A hereto of $500,000,000 aggregate a principal amount of $1,000 (the "Notes") and one Warrant (each a "Warrant") to purchase 27.7778 shares of Class A common stock, par value $0.01 per share, of Intersil Holding. The Notes will be unconditionally guaranteed (each, a "Guaranty") on a senior subordinated basis by each of Intersil Holding and the Company’s 7.375% Senior Notes due 2031 's subsidiaries listed on Schedule B hereto (the “Notes”"Subsidiary Guarantors" and, together with Intersil Holding, the "Guarantors"). Citigroup Global Markets Inc. has agreed to act as representative The Notes will also be guaranteed by each existing and subsequently organized domestic subsidiary of the several Initial Purchasers Company that becomes a guarantor pursuant to the Indenture (the “Representative”) in connection with the offering and sale of the Notesas defined). The Securities (as defined below) Notes will be issued pursuant to under an indenture (the “Indenture”), to be dated as of August 13, 1999 (the Closing Date (as defined in Section 2 hereof"Indenture"), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.United States Trust Company of New York, as trustee (in such capacity, the “"Trustee”"). The Notes Warrants will be issued only in book-entry form in under a warrant agreement dated as of August 13, 1999 (the name "Warrant Agreement"), between Intersil Holding and United States Trust Company of Cede & Co.New York, as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date warrant agent (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”"Warrant Agent"). The Notes and the Guarantees Guaranties are herein together referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)"Offered Notes". The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amendedUnits, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities Offered Notes and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) Warrants are collectively referred to herein as the “"Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". Pursuant to the Master Transaction Documents.” The Company hereby confirms its agreements Agreement dated June 2, 1999 (the "Master Transaction Agreement") among Xxxxxx Corporation ("Xxxxxx"), Intersil Holding and the Company, the following transactions (collectively, the "Transactions") will occur concurrently with the Initial Purchasers as follows:consummation of the offering of the Units (the "Offering"): (i) Xxxxxx will transfer to the Company and Intersil Holding selected portions of the assets and certain of the liabilities of the Xxxxxx semiconductor business in exchange for (a) $520.0 million in cash and (b) a subordinated pay-in-kind promissory note of Intersil Holding in the principal amount of $90.0 million; (ii) Xxxxxx will pay about
Appears in 1 contract
Samples: Intersil Corp
Introductory. CNX Resources FirstMerit Corporation, a Delaware an Ohio corporation (the “Company”), proposes agrees with RBC Capital Markets Corporation (the “Manager”) to issue and sell from time to time through the several Initial Purchasers named in Schedule A hereto Manager, as sales agent and/or principal, shares of its common stock, no par value (the “Initial PurchasersCommon Stock”), acting severally and not jointly, on the respective amounts terms set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.375% Senior Notes due 2031 herein. The Company is concurrently entering into a separate distribution agency agreement (the “NotesAlternative Agreement”). Citigroup Global Markets Inc. has agreed to act as representative , dated of the several Initial Purchasers even date herewith, with Credit Suisse Securities (USA) LLC (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “IndentureAlternative Agent”), to be dated as of issue and sell from time to time through the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.Alternative Agent, as trustee (in such capacitysales agent and/or principal, the “Trustee”). The Notes will be issued only in book-entry form in the name shares of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) Common Stock on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Alternative Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities This Agreement and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Alternative Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction DocumentsDistribution Agreements.” The aggregate gross sales price of shares of Common Stock (the “Shares”) to be issued and sold pursuant to the Distribution Agreements shall not exceed $150,000,000 (the “Maximum Amount”). The Company hereby confirms its agreements previously entered into a distribution agency agreement, dated as of May 6, 2009 (the “May 2009 Distribution Agreement” and the equity shelf program to which the May 2009 Distribution Agreement relates, the “May 2009 Program”), with Credit Suisse Securities (USA) LLC, pursuant to which the Company agreed to issue and sell from time to time through Credit Suisse Securities (USA) LLC, as sales agent and/or principal, a number of shares of Common Stock having a gross sales price of up to $100,000,000. The shares of Common Stock sold pursuant to the May 2009 Program were issued pursuant to a prospectus supplement, dated May 6, 2009, to the accompanying prospectus, dated February 6, 2009, which form a part of the Registration Statement on Form S-3 filed with the Initial Purchasers Commission (as follows:defined herein) on February 6, 2009. No additional sales of shares of Common Stock are contemplated to be made under the May 2009 Program. The Company acknowledges and agrees that the execution of the Distribution Agreements shall not affect the Company’s continuing obligations under the May 2009 Distribution Agreement, including, without limitation, the indemnification obligations contained therein. The Manager agrees that whenever the Company determines to sell the Shares through the Manager, acting as sales agent, the Company will send to the Manager a notice (a “Transaction Notice”) setting forth the terms of such proposed transaction and which will be subject to acceptance by the Manager in accordance with Section 3 hereof. The Company agrees that whenever it determines to sell the Shares directly to the Manager, as principal, it will enter into a separate agreement (a “Terms Agreement”) in form and substance satisfactory to the Manager relating to such sale in accordance with Section 3 of this Agreement. The Company agrees that it shall issue and sell from time to time through Credit Suisse Securities (USA) LLC, as sales agent and/or principal, the first $100,000,000 of the Maximum Amount under the equity shelf program established by the Distribution Agreements.
Appears in 1 contract
Introductory. CNX Resources CorporationCSK Auto, a Delaware Inc., an Arizona corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers named in Schedule A hereto Credit Suisse First Boston LLC, Lxxxxx Brothers Inc., J.X. Xxxxxx Securities Inc., Pxxxx Xxxxxxx & Co. and Banc of America Securities LLC (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of ) U.S. $500,000,000 aggregate 225,000,000 principal amount of the Company’s 7.375its 7% Senior Subordinated Notes due 2031 2014 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “RepresentativeOffered Securities”) in connection with the offering and sale of the Notes. The Securities (as defined below) will to be issued pursuant to under an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereofbelow), among the Company, the Guarantors (as defined below) guarantors named therein as parties thereto (each, a “Guarantor,” and UMB Bankcollectively, N.A.the “Guarantors”) and The Bank of New York, as trustee (in such capacity, the “Trustee”). The Notes Offered Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully irrevocably and unconditionally guaranteed (the “Guarantees”) as to payment of principal, premium, if any, interest and Liquidated Damages (as defined in the Indenture), if any, on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary each of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are United States Securities Act of 1933 is herein referred to as the “SecuritiesSecurities Act.” The Company understands that the Initial Purchasers propose to make an offering Holders (including subsequent transferees) of the Offered Securities on will have the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms registration rights set forth in the Pricing Disclosure Package registration rights agreement (the first time when sales of the Securities are made is referred to as the “Time of SaleRegistration Rights Agreement”). The Securities are , to be offered dated the Closing Date, in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and sold the Guarantors will agree to or through the Initial Purchasers without being registered file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 circumstances set forth therein, (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the i) a registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A statement under the Securities Act (the “Rule 144AExchange Offer Registration Statement”) or Regulation S relating to the Company’s 7% Senior Subordinated Notes due 2014 in a like aggregate principal amount of the Offered Securities as the Company issued under the Indenture, identical in all material respects to the Offered Securities (except for the transfer restrictions relating to the Offered Securities and the rights provided in the Registration Rights Agreement) and registered under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering MemorandumExchange Securities”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use with guarantees endorsed thereon by the Initial Purchasers Guarantors to be offered in connection with its solicitation of offers exchange for the Offered Securities (such offer to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein exchange being referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “AgreementExchange Offer”) is executed and delivered, the Company will prepare Guarantees thereof and deliver (ii) a shelf registration statement pursuant to Rule 415 under the Initial Purchasers a Final Offering Memorandum dated the date hereof Securities Act (the “Final Offering Memorandum”). This AgreementShelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Offered Securities and to use its reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Indenture (including the Guarantees set forth therein) Exchange Securities are collectively referred to herein collectively as the “Transaction Documents.” Securities”. The Company hereby confirms its agreements agrees with the Initial several Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (CSK Auto Corp)
Introductory. CNX Resources CorporationiStar Inc., a Delaware Maryland corporation (the “Company”), proposes to issue confirms its agreement with J.X. Xxxxxx Securities LLC (“JPM”) and sell to the other several Initial Purchasers underwriters named in Schedule A hereto (collectively, the “Initial PurchasersUnderwriters”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A hereto of $500,000,000 550,000,000 aggregate principal amount of the Company’s 7.3754.250% Senior Notes due 2031 2025 (the “NotesSecurities”). Citigroup Global Markets Inc. JPM has agreed to act as the representative of the several Initial Purchasers Underwriters (the “Representative”) in connection with the offering and sale of the NotesSecurities. The Securities (as defined below) will be issued pursuant to an indenture Indenture, dated as of February 5, 2001, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Thirty-fourth Supplemental Indenture, to be dated as of December 16, 2019, between the Closing Date Company and the Trustee relating to the Securities (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacitysupplemental indenture, the “TrusteeSupplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Notes Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”as defined in Section 2 hereof), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”)Depositary. This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:”
Appears in 1 contract
Samples: Underwriting Agreement (Istar Inc.)
Introductory. CNX Resources CorporationParty City Holdings Inc., a Delaware corporation (the “CompanyIssuer”), proposes to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 350,000,000 aggregate principal amount of the CompanyIssuer’s 7.3756.125% Senior Unsecured Notes due 2031 2023 (the “NotesSecurities”). Citigroup Global Markets Inc. Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the NotesSecurities. The Securities (as defined below) will be issued pursuant to an indenture indenture, to be dated as of August 19, 2015 (the “Indenture”), to be dated between the Issuer, Wilmington Trust, National Association, as of trustee (the Closing Date (as defined in Section 2 hereof“Trustee”), among the Company, and the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”as defined in Section 2 hereof), among the Company, Issuer and the Trustee and DTCDepositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (ai) the entities listed on the signature pages hereof contained in Schedule B attached hereto as “Guarantors” (the “Current Guarantors”) and (bii) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company Issuer understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company Issuer has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12August 5, 2022 2015 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated August 5, 2015 (the “Pricing Supplement”), describing in the terms of the Securitiesform attached hereto as Schedule D hereto, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company Issuer will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, Each of the Securities Issuer and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company Guarantors hereby confirms confirm its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationPar Petroleum, LLC, a Delaware corporation limited liability company (the “CompanyPar Petroleum”), proposes and Par Petroleum Finance Corp. (“Finance Corp.” and, together with Par Petroleum, the “Issuers”), propose to issue and sell to the several Initial Purchasers named in Schedule A hereto Xxxxxxx Sachs & Co. LLC (the “Initial PurchasersPurchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of ) $500,000,000 105,000,000 aggregate principal amount of the Company’s 7.375Issuers’ 12.875% Senior Secured Notes due 2031 2026 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Indenture”), among the CompanyIssuers, Par Pacific Holdings, Inc., a Delaware corporation (the “Parent”), the Guarantors (as defined below) named therein as parties thereto and UMB BankWilmington Trust, N.A.National Association, as trustee (in such capacity, the “Trustee”)) and collateral trustee. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, Issuers and the Trustee and DTCDepositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured secured basis, jointly and severally by (ai) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (bii) any subsidiary of the Company Par Petroleum formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The issuance and sale of the Notes, the issuance of the Guarantees, the entry by the Issuers and the Guarantors into the Security Documents (as defined below) and the payment of transaction costs are referred to herein collectively, as the “Transactions.” The Notes will be secured on a first priority basis, subject to Permitted Liens (as defined in the Indenture), by liens on substantially all of the property and assets of the Issuers and the Guarantors (other than Excluded Property (as defined in the Indenture)) (the “Collateral”), as more particularly described in the Pricing Disclosure Package and documented by a pledge and security agreement dated as of December 21, 2017 (as amended or supplemented, the “Security Agreement”), a collateral trust and intercreditor agreement dated as of December 21, 2017 (as amended or supplemented, the “Collateral Trust Agreement”) and mortgages, deeds of trust and other instruments evidencing or creating a security interest (collectively, with the Joinder Documents, the “Security Documents”) in favor of Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”), for its benefit, for the benefit of the present and future secured parties describe therein, and for the benefit of the Trustee and the holders of the Notes. The first-priority Liens on the Collateral securing the Notes and the Guarantees will be shared equally and ratably with obligations under the Pari Passu Lien Hedge Agreements (as defined in the Indenture), the Existing Secured Notes Indenture (as defined in the Indenture), the Term Loan B Facility (as defined in the Indenture) and any other Pari Passu Notes Lien Indebtedness (as defined in the Indenture). On the Closing Date, the Issuers will deliver to the Collateral Trustee (a) a joinder to the Collateral Trust Agreement substantially in the form of Exhibit A to the Collateral Trust Agreement, (b) an Officer’s Certificate describing in reasonable detail the respective Additional Secured Debt (as defined therein) and stating that the Issuers have incurred or intend to incur such obligations as Additional Secured Debt which is or will be permitted by the Collateral Trust Agreement and each other applicable Secured Debt Document (as defined therein) to be incurred and secured by a lien equally and ratably with all previously existing and future Secured Debt (as defined therein), (c) a written notice specifying the name and address of the Secured Representative (as defined therein) for such series of Additional Secured Debt for purposes of the Collateral Trust Agreement, and (d) any other documentation necessary under Section 3.8 of the Collateral Trust Agreement for the Notes to constitute Additional Secured Debt for purposes of the Collateral Trust Agreement. The items referred to in this paragraph are collectively referred to herein as the “Joinder Documents”. The liens on the Collateral securing the Securities will be subject to that certain Collateral Rights Agreement, dated as of December 21, 2017 (the “ABL Collateral Rights Agreement”), by and between the Collateral Trustee and Bank of America, N.A., as administrative agent and collateral agent (the “ABL Agent”) under the ABL Facility (as defined below), and acknowledged by the Issuers and the Guarantors and that certain Amended and Restated Acknowledgment Agreement, dated as of January 11, 2019 (the “Intermediation Acknowledgment Agreement”), by and among X. Xxxx & Company understands LLC, Xxxxxxx Xxxxx Commodities, Inc., the ABL Agent and the Collateral Trustee. This Purchase Agreement (this “Agreement”), the DTC Agreement, the Securities, the Security Documents (including the Joinder Documents) and the Indenture are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees agree that the Initial Purchasers Purchaser may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers Purchaser without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has Issuers have prepared and delivered to the Initial Purchasers Purchaser copies of a Preliminary Offering Memorandumpreliminary offering memorandum, dated September 12May 27, 2022 2020 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to the Initial Purchasers Purchaser copies of a Pricing Supplement substantially Supplement, dated May 27, 2020, in the form attached hereto as Annex III Schedule A (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company Issuers will prepare and deliver to the Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
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Introductory. CNX Resources Thermadyne Holdings Corporation, a Delaware corporation (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial "Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate ") U.S.$175,000,000 principal amount of the Company’s 7.375its 91/4% Senior Subordinated Notes due 2031 Due 2014 (the “Notes”). Citigroup Global Markets Inc. has agreed "Offered Securities") to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture (the “Indenture”)indenture, to be dated as of February 5, 2004 (the "Indenture"), between the Company and U.S. Bank National Association, as Trustee. The Offered Securities will be guaranteed (the "Subsidiary Guarantees") on a senior subordinated basis by each of the Company's U.S. subsidiaries listed on Schedule B hereto (each a "Guarantor" and collectively, the "Guarantors"). The United States Securities Act of 1933 is herein referred to as the "Securities Act". The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated the Closing Date (as defined below) among the Company, the Guarantors and the Purchasers (the "Registration Rights Agreement"), pursuant to which the Company agrees to file a registration statement with the Securities Exchange Commission (the "Commission") registering the resale of the Offered Securities under the Securities Act. On the Closing Date (as defined below), the Company will, simultaneously with the purchase, sale and delivery of the Offered Securities, amend and restate the Credit Agreement dated as of May 23, 2003, among the Company, the Guarantors, the lenders named therein and General Electric Capital Corporation, as agent and lender (as amended and restated, the "Amended and Restated Credit Agreement"), and borrow $20 million under the new term loan facility thereunder (the "New Term Loan Facility"). The Company will apply the proceeds from the purchase, sale and delivery of the Offered Securities, together with borrowings under the New Term Loan Facility, to the prepayment in Section 2 hereoffull of all borrowings outstanding under the existing term loan facility (the "Existing Term Loan Facility") pursuant to the Credit and Guaranty Agreement, dated as of May 23, 2003 (the "Credit and Guaranty Agreement"), among the Company, the Guarantors Guarantors, the lenders named therein and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent (the "Agent"). Contemporaneously with the purchase, sale and delivery of the Offered Securities, the Company will (i) deliver to the Agent an irrevocable notice of full prepayment of the Existing Term Loan Facility and (ii) wire transfer, to the account of the Agent designated for such purpose, the cash proceeds realized from the issuance of the Offered Securities together with borrowings under the New Term Loan Facility in a sum sufficient to prepay in full the Existing Term Loan Facility. These transactions are more fully described in the Offering Document (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company Guarantors hereby confirms its agreements agree with the Initial several Purchasers as follows:
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Introductory. CNX Resources CorporationXxxx True Temper, Inc., a Delaware corporation (the “"Company”"), proposes to issue and sell to the several Initial initial Purchasers named in Schedule A hereto (the “"Initial Purchasers”"), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 150,000,000 aggregate principal amount of the Company’s 7.375% 's Senior Floating Rate Notes due 2031 2012 (the “"Notes”"). Citigroup Global Markets Inc. has Banc of America Securities LLC and Credit Suisse First Boston LLC have agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale sales of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of January 14, 2005 (the Closing Date (as defined in Section 2 hereof"Indenture"), among between the Company, the Guarantors Guarantor (as defined below) named therein as parties thereto and UMB Bank, N.A.The Bank of New York, as trustee (in such capacity, the “"Trustee”"). The Notes will be issued only in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”the "Depositary") pursuant to a letter Blanket Letter of representationsRepresentations, to be dated on or before June 25, 2004, between the Closing Date Company and the Depositary (the “"Blanket Letter of Representations") and the riders thereto (the "Riders," and together with the Blanket Letter of Representations, the "DTC Agreement”"). The holders of the Notes will be entitled to the benefits of a registration rights agreement, dated as of January 14, 2005 (the "Registration Rights Agreement"), among the Company, the Trustee Guarantor and DTCthe Initial Purchasers, substantially in the form of Exhibit B hereto, pursuant to which the Company and the Guarantor will agree to file, within 90 days of the Closing Date, a registration statement with the Commission registering the Exchange Securities (as defined below) under the Securities Act of 1933, as amended (the "Securities Act", which term, as used herein, includes the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder). Pursuant to the Registration Rights Agreement, each of the Company and the Guarantor will agree to file with the Commission, under the circumstances set forth therein, a registration statement under the Securities Act relating to another series of debt securities of the Company with terms substantially identical to the Notes (the "Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer") and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. The payment of principal of, premiumpremium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basisbasis by ATT Holding Co., jointly and severally by (a) a Delaware corporation, the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary direct parent corporation of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their its respective successors and assigns (collectivelythe "Guarantor"), pursuant to the “Guarantors”Notation of Guarantee, dated as of January 14, 2005 (the "Guarantee"). The Notes and the Guarantees Guarantee attached thereto are herein collectively referred to as the “"Securities.” "; and the Exchange Notes and the Guarantee attached thereto are herein collectively referred to as the "Exchange Securities". The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “"Subsequent Purchasers”") on at any time after the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the The terms of the Securities and the Indenture, Indenture will require that investors who that acquire Securities shall be deemed to have agreed expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“"Rule 144A”") or Regulation S under the Securities Act (“"Regulation S”") thereunder)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
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Samples: Registration Rights Agreement (Ames True Temper, Inc.)
Introductory. CNX Resources CorporationXxxxxx Xxxxxxxx Company, LLC, a limited liability company organized in Puerto Rico, and Xxxxxx Xxxxxxxx Finance LLC, a Delaware corporation limited liability company (each, an “Issuer” and together, the “CompanyIssuers”), proposes propose to issue and sell to Banc of America Securities LLC (“BAS”) and the other several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 750,000,000 aggregate principal amount of the Company’s 7.375Issuers’ 7 3/4% Senior Notes due 2031 2018 (the “Notes”). Citigroup Global Markets Inc. BAS has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) ). The Securities will be issued pursuant to an indenture indenture, to be dated as of August 20, 2010 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the CompanyIssuers, the Guarantors (as defined below) named therein as parties thereto and UMB Xxxxx Fargo Bank, N.A.National Association, as trustee (in such capacity, the “Trustee”). The Notes Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the CompanyIssuers, the Trustee and DTCthe Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of August 20, 2010 (the “Registration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Issuers and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use their best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will initially be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by Xxxxxx Xxxxxxxx plc (a“Parent”) and the other entities listed on the signature pages Schedule B hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company understands Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has Issuers have prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September August 12, 2022 2010 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated August 12, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company Issuers will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
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Introductory. CNX Matador Resources CorporationCompany, a Delaware Texas corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofA Securities”) and the other several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.3756.875% Senior Notes due 2031 2028 (the “Notes”). Citigroup Global Markets Inc. BofA Securities has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of April 11, 2023 (the Closing Date (as defined in Section 2 hereof“Indenture”), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB BankComputershare Trust Company, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC AgreementDepositary”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (ai) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (bii) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”. This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12April 3, 2022 2023 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated April 3, 2023 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
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Introductory. CNX Resources FirstMerit Corporation, a Delaware an Ohio corporation (the “Company”), proposes agrees with Credit Suisse Securities (USA) LLC (the “Manager”) to issue and sell from time to time through the several Initial Purchasers named in Schedule A hereto Manager, as sales agent and/or principal, shares of its common stock, no par value (the “Initial PurchasersCommon Stock”), acting severally and not jointly, on the respective amounts terms set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.375% Senior Notes due 2031 herein. The Company is concurrently entering into a separate distribution agency agreement (the “NotesAlternative Agreement”). Citigroup Global , dated of even date herewith, with RBC Capital Markets Inc. has agreed to act as representative of the several Initial Purchasers Corporation (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “IndentureAlternative Agent”), to be dated as of issue and sell from time to time through the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.Alternative Agent, as trustee (in such capacitysales agent and/or principal, the “Trustee”). The Notes will be issued only in book-entry form in the name shares of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) Common Stock on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Alternative Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities This Agreement and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Alternative Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction DocumentsDistribution Agreements.” The aggregate gross sales price of shares of Common Stock (the “Shares”) to be issued and sold pursuant to the Distribution Agreements shall not exceed $150,000,000 (the “Maximum Amount”). The Company hereby confirms its agreements previously entered into a distribution agency agreement, dated as of May 6, 2009 (the “May 2009 Distribution Agreement” and the equity shelf program to which the May 2009 Distribution Agreement relates, the “May 2009 Program”), with Credit Suisse Securities (USA) LLC, pursuant to which the Company agreed to issue and sell from time to time through Credit Suisse Securities (USA) LLC, as sales agent and/or principal, a number of shares of Common Stock having a gross sales price of up to $100,000,000. The shares of Common Stock sold pursuant to the May 2009 Program were issued pursuant to a prospectus supplement, dated May 6, 2009, to the accompanying prospectus, dated February 6, 2009, which form a part of the Registration Statement on Form S-3 filed with the Initial Purchasers Commission (as follows:defined herein) on February 6, 2009. No additional sales of shares of Common Stock are contemplated to be made under the May 2009 Program. The Company acknowledges and agrees that the execution of the Distribution Agreements shall not affect the Company’s continuing obligations under the May 2009 Distribution Agreement, including, without limitation, the indemnification obligations contained therein. The Manager agrees that whenever the Company determines to sell the Shares through the Manager, acting as sales agent, the Company will send to the Manager a notice (a
Appears in 1 contract
Introductory. CNX Resources CorporationiStar Financial Inc., a Delaware Maryland corporation (the “Company”), proposes to issue confirms its agreement with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and sell to the other several Initial Purchasers underwriters named in Schedule A hereto (collectively, the “Initial PurchasersUnderwriters”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A hereto of $500,000,000 265,000,000 aggregate principal amount of the Company’s 7.3753.875% Senior Notes due 2031 2016 (the “2016 Notes”) and $300,000,000 aggregate principal amount of the Company’s 4.875% Senior Notes due 2018 (the “2018 Notes” and, together with the 2016 Notes, the “Securities”). Citigroup Global Markets Inc. Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers Underwriters (the “Representative”) in connection with the offering and sale of the NotesSecurities. The Securities (as defined below) will be issued pursuant to an indenture indenture, dated as of February 5, 2001, between the Company and US Bank Trust National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Twenty-third Supplemental Indenture, dated as of May 7, 2013 between the Company and the Trustee relating to the 2016 Notes and the Twenty-fourth Supplemental Indenture, dated as of May 7, 2013 between the Company and the Trustee relating to the 2018 Notes (such supplemental indentures, together with the Base Indenture, the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”as defined in Section 2 hereof), among the Company, the Trustee and DTCthe Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectivelyThis Agreement, the “Guarantors”). The Notes Securities and the Guarantees Indenture are herein referred to herein as the “SecuritiesTransaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms has prepared and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 a registration statement on Form S-3 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunderFile No. 333-181470), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:which contains a
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Introductory. CNX Resources CorporationChampion Enterprises, Inc., a Delaware Michigan corporation (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial "Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate ") U.S.$200,000,000 principal amount of the Company’s 7.375its 7 5/8% Senior Notes due 2031 Due 2009 (the “"Notes”"). Citigroup Global Markets Inc. has agreed to act as representative The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the several Initial Purchasers Company's subsidiaries listed on Schedule B hereto (the “Representative”"Subsidiary Guarantors") in connection with the offering and sale of the Notes. The Securities (as defined below) will are to be issued pursuant to under an indenture (the “Indenture”), to be dated as of May 3, 1999 (the Closing Date (as defined in Section 2 hereof"Indenture"), among the Company, the Subsidiary Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.The First National Bank of Chicago, as trustee (in such capacity, the “Trustee”). The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be issued only in book-entry form in entitled to the name benefit of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date Registration Rights Agreement (the “DTC "Registration Rights Agreement”)") of even date hereof, among the Company, the Trustee Subsidiary Guarantors and DTC. The payment of principal ofthe Purchasers, premium, if any, pursuant to which the Company and interest on the Notes Subsidiary Guarantors will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by obligated (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered file with the Securities and Exchange Commission (the “"Commission”") under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the i) a registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A statement under the Securities Act (“the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 144A”) or Regulation S 415 under the Securities Act Act, and (“Regulation S”)). The Company has prepared and delivered b) to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 offer to exchange Offered Securities for Exchange Notes (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”"Exchange Offer"). This Agreement, the Securities Indenture and the Indenture (including the Guarantees set forth therein) Registration Rights Agreement are collectively referred to herein collectively as the “Transaction "Operative Documents.” " The Company hereby confirms its agreements agrees with the Initial several Purchasers as follows:
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Samples: Homes America of Wyoming Inc
Introductory. CNX Resources CorporationSEMCO Energy, Inc., a Delaware Michigan corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to exchange with Credit Suisse First Boston LLC (“CSFB” or the several Initial Purchasers named in Schedule A hereto “Purchaser”) $94,641,000 principal amount of its 7¾% Senior Notes due 2013 (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.375% Senior Notes due 2031 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “RepresentativeOffered Securities”) in connection with the offering and sale of the Notes. The Securities (as defined below) will to be issued pursuant to under an indenture indenture, dated as of May 15, 2003 (the “Indenture”), to be dated as of between the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto Company and UMB Fifth Third Bank, N.A.a Michigan banking corporation, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name United States Securities Act of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that 1933 is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “SecuritiesSecurities Act.” The Company understands that the Initial Purchasers propose to make an offering Holders (including subsequent transferees) of the Offered Securities on will have the terms and registration rights set forth in the manner set forth herein and in registration rights agreement (the Pricing Disclosure Package “Registration Rights Agreement”), to be dated the Closing Date (as defined below) and agrees that ), pursuant to which the Initial Purchasers may resell, subject Company will agree to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 circumstances set forth therein, (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the i) a registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A statement under the Securities Act (the “Rule 144AExchange Offer Registration Statement”) or Regulation S relating to the Company’s 7¾% Senior Notes due 2013 in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering MemorandumExchange Securities”), and has prepared and delivered to be offered in exchange for the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III Offered Securities (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers such offer to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein exchange being referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “AgreementExchange Offer”) is executed and delivered, (ii) a shelf registration statement pursuant to Rule 415 under the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof Securities Act (the “Final Offering MemorandumShelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”). This Agreement, the The Offered Securities and the Indenture (including the Guarantees set forth therein) Exchange Securities are collectively referred to herein collectively as the “Transaction DocumentsSecurities.” The Company hereby confirms its agreements agrees with the Initial Purchasers Purchaser as follows:
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Introductory. CNX GMX Resources CorporationInc., a Delaware an Oklahoma corporation (the “Company”), proposes to issue and sell to agrees with the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”)) subject to the terms and conditions stated herein, acting severally to issue and not jointly, sell to the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate several Purchasers U.S.$200 million principal amount of the Company’s 7.375its 11.375% Senior Notes due 2031 2019 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “RepresentativeOffered Securities”) in connection with the offering and sale of the Notes. The Securities (as defined below) will to be issued pursuant to under an indenture indenture, dated as of February 9, 2011 (the “Indenture”), to be dated as between the Company and The Bank of the Closing Date (as defined in Section 2 hereof), among the New York Mellon Trust Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes Offered Securities will be issued only unconditionally guaranteed as to the payment of principal and interest by the Company’s subsidiaries listed in book-entry form in Schedule C (the name “Guarantors” and such guarantees, the “Guarantees”). The holders of Cede & Co., the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee Guarantors and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed Purchasers (the “GuaranteesRegistration Rights Agreement”) on a senior unsecured basis), jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of pursuant to which the Company formed or acquired after and the Closing Date that is required Guarantors agree to execute a supplemental indenture to provide a guarantee in accordance file with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Commission (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or (i) a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Offered Securities (and together with the Guarantees related thereto, the “Rule 144AExchange Securities”) or Regulation S to be offered in exchange for the Offered Securities (the “Exchange Offer”) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 of the Securities Act registering the resale of the Offered Securities and the related Guarantees under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”)Act. This Agreement, the Securities and Offered Securities, the Indenture (including the Guarantees each Guarantee set forth therein) and the Registration Rights Agreement are herein collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements net proceeds from the offering of the Offered Securities will be used (i) to fund a tender offer (the “Tender Offer”) for up to $50.0 million of the Company’s 5.00% Convertible Senior Notes due 2013, (ii) to repay the current outstanding balance under the Company’s existing Revolving Credit Agreement (as defined below), (iii) to fund the purchase price of pending acquisitions of undeveloped oil and gas leases for approximately $68.3 million, (iv) for the Company’s exploration and development program and (v) for other general corporate purposes. Substantially concurrently with the Initial offering of the Offered Securities, the Company will conduct (i) the Tender Offer and (ii) a registered offering (the “Equity Offering”) of 21,075,000 shares of the Company’s common stock, par value $4.75 per share, plus up to an additional 3,161,250 shares of the Company’s common stock that may be purchased at the option of the underwriters of such Equity Offering. In connection with the transactions described herein, the Company has entered into an amendment and restatement of its existing Revolving Credit Agreement. Each of the Company and the Guarantors hereby agrees with the several Purchasers as follows:
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Introductory. CNX Resources CorporationMidstates Petroleum Company, Inc., a Delaware corporation (the “Company”), proposes and Midstates Petroleum Company LLC, a Delaware limited liability company (“Midstates Sub” and, together with the Company, the “Issuers”), propose to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 600,000,000 aggregate principal amount of the Company’s 7.375Issuers’ 10.75% Senior Notes due 2031 2020 (the “Notes”). Citigroup Global Markets Inc. Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture indenture, to be dated as of October 1, 2012 (the “Indenture”), to be dated as of between the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto Issuers and UMB Xxxxx Fargo Bank, N.A.National Association, as trustee (in such capacity, the “Trustee”). The Notes Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant ). The holders of the Securities will be entitled to the benefits of a letter of representationsregistration rights agreement, to be dated on or before the Closing Date as of October 1, 2012 (the “DTC Registration Rights Agreement”), among the CompanyIssuers and the Initial Purchasers, pursuant to which the Trustee Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) and DTC(ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Issuers are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide executes a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities, and the Indenture and, if required to be executed pursuant to Section 2(b) hereof, the Escrow Agreement (as defined in Section 2(b) hereof), are referred to herein as the “Transaction Documents.” The Company understands Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has Issuers have prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 125, 2022 2012 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated September 13, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company Issuers will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This AgreementAll references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the Securities “Exchange Act,” which term, as used herein, includes the rules and regulations of the Indenture Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Guarantees set forth thereinPreliminary Offering Memorandum) are collectively referred to herein or the Final Offering Memorandum (as the case may be), and all references herein to the terms “Transaction Documents.amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company Issuers hereby confirms its confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (Midstates Petroleum Company, Inc.)
Introductory. CNX Resources CorporationSteel Dynamics, a Delaware Inc., an Indiana corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto I (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto I of $500,000,000 350,000,000 aggregate principal amount of the Company’s 7.3757 5/8% Senior Notes due 2031 2020 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereofthe “Indenture”), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Xxxxx Fargo Bank, N.A.National Association, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Guarantors, the Trustee and DTCthe Depositary. The payment holders of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “GuaranteesRegistration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause any applicable registration statement to be declared effective. The obligations of the Company under the Notes, the Exchange Notes and the Indenture will be unconditionally guaranteed on a senior unsecured basis, jointly and severally by (ai) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) Guarantors named in Schedule II and (bii) any other subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to the terms of the Indenture (each a, “Guarantee” and, collectively, the “Guarantees”). The Notes and the Guarantees thereof are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees are herein collectively referred to as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12March 11, 2022 2010 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Schedule IV, dated March 11, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This AgreementAll references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the Securities “Exchange Act,” which term, as used herein, includes the rules and regulations of the Indenture Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Guarantees set forth thereinPreliminary Offering Memorandum) are collectively referred to herein or the Final Offering Memorandum (as the case may be), and all references herein to the terms “Transaction Documents.amend,” The “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum as of its date. Each of the Company and the Guarantors hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources Alliance Data Systems Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of this Purchase Agreement (this “Agreement”) of $500,000,000 850,000,000 aggregate principal amount of the Company’s 7.3754.750% Senior Notes due 2031 2024 (the “Notes”). Citigroup Global Markets BofA Securities, Inc. (“BofA”) has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of December 20, 2019 (the Closing Date (as defined in Section 2 hereof“Indenture”), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB MUFG Union Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and DTCthe Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (ai) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (bii) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.” This Agreement, the Securities, the DTC Agreement and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12December 16, 2022 2019 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated December 17, 2019 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This AgreementAll references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934 (as amended, the Securities “Exchange Act,” which term, as used herein, includes the rules and regulations of the Indenture Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Guarantees set forth thereinPreliminary Offering Memorandum) are collectively referred to herein or the Final Offering Memorandum (as the case may be), and all references herein to the terms “Transaction Documents.amend,” “amendment” or “supplement” with respect to the Pricing Disclosure Package or the Final Offering Memorandum shall be deemed to mean and include all information filed by the Company under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:
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Introductory. CNX Resources CorporationB&G Foods, Inc., a Delaware corporation (the “Company”), proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of Underwriters $500,000,000 aggregate 350,000,000 principal amount of the Company’s 7.375its 7.625% Senior Notes due 2031 2018 (the “2018 Notes”). Citigroup Global Markets Inc. has agreed ) as set forth below, to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture (the “Indenture”)indenture, to be dated as of January 12, 2010, between the Closing Date Company and The Bank of New York Mellon, as trustee (as defined in Section 2 hereof“Trustee”), as supplemented by the First Supplemental Indenture to be dated as of January 12, 2010 to be entered into among the Company, the Guarantors and the Trustee (as defined below) named therein as parties thereto and UMB Bank, N.A.such indenture, as trustee (in such capacitysupplemented, the “TrusteeIndenture”). The Notes will be issued only in book-entry form in Company’s obligations under the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the 2018 Notes will be fully and unconditionally guaranteed (the “Guarantees” and, together with the 2018 Notes, “Securities”) as to the payment of principal, premium and interest, jointly and severally, initially by each of the Guarantors (on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as of this Agreement (each a “GuarantorsGuarantor” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indentureand, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered In connection with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of Company (i) is making tender offers to purchase for cash (“Tender Offers”) any and all of its outstanding 8.0% Senior Notes due 2011 (“2011 Notes”) issued pursuant to that certain indenture dated October 14, 2004 among the Securities. Company, the guarantors party thereto and The Preliminary Offering Memorandum Bank of New York, as Trustee (“2011 Notes Indenture”) and 12.0% Senior Subordinated Notes due 2016 (“2016 Notes” and collectively with the 2011 Notes, the “Existing Notes”) issued pursuant to that certain indenture dated October 14, 2004 among the Company, the guarantors party thereto and The Bank of New York, as Trustee (“2016 Notes Indenture,” and together with the 2011 Notes Indenture, the “Existing Indentures”) and is soliciting (“Solicitations”) consents (“Consents”) of the respective holders of the Existing Notes to certain amendments to the Existing Indentures (“Proposed Amendments”); (ii) will accept for purchase, subject to certain conditions, all Existing Notes that have been validly tendered or delivered, as the case may be, and not withdrawn; and (iii) will, assuming receipt of the requisite Consents, effectuate the Proposed Amendments by executing (including execution by any guarantors party thereto) supplemental indentures to the 2016 Notes Indenture and the Pricing Supplement are herein referred to as the 2011 Notes Indenture (collectively, “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering MemorandumSupplemental Indentures”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationEnodis plc, a Delaware corporation public limited company formed under the laws of England and Wales (the “Company”"COMPANY"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate "PURCHASERS") L 100,000,000 principal amount of the Company’s 7.375its 10 3/8% Senior Notes due 2031 April 15, 2012 (the “Notes”"OFFERED SECURITIES"), to be issued under an indenture, dated as of March 26, 2002 (the "INDENTURE"), between the Company and The Bank of New York, as Trustee. Citigroup Global Markets Inc. has agreed The United States Securities Act of 1933, as amended, is herein referred to act as representative the "SECURITIES ACT." Holders (including subsequent transferees) of the several Initial Purchasers Offered Securities will have the registration rights set forth in the registration rights agreement (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”"REGISTRATION RIGHTS AGREEMENT"), to be dated the date hereof, for so long as of the Closing Date such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in Section 2 hereofthe Registration Rights Agreement), among . Pursuant to the CompanyRegistration Rights Agreement, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes Company will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant agree to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance file with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the United States Securities and Exchange Commission (the “Commission”"COMMISSION") under the Securities Act of 1933 circumstances set forth therein, (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the i) a registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A statement under the Securities Act (“Rule 144A”the "EXCHANGE OFFER REGISTRATION STATEMENT") or Regulation S relating to the Company's 10 3/8% Senior Notes in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”"EXCHANGE SECURITIES"), and has prepared and delivered to be offered in exchange for the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III Offered Securities (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers such offer to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein exchange being referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement "EXCHANGE OFFER") and, (this “Agreement”ii) is executed and deliveredin certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the Company will prepare and deliver "REGISTRATION STATEMENTS") relating to the Initial Purchasers a Final Offering Memorandum dated resale by certain holders of the date hereof (Offered Securities, and the “Final Offering Memorandum”)Company agrees to use its best efforts to cause any such Registration Statement to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. This Agreement, the The Offered Securities and the Indenture (including the Guarantees set forth therein) Exchange Securities are collectively referred to herein collectively as the “Transaction Documents.” "SECURITIES". The Company hereby confirms its agreements agrees with the Initial several Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (Enodis PLC)
Introductory. CNX Resources CorporationCONSOL Energy Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 1,600,000,000 aggregate principal amount of the Company’s 7.3755.875% Senior Notes due 2031 2022 (the “Notes”). Citigroup Global Markets Inc. has X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) have agreed to act as representative representatives of the several Initial Purchasers (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of the Closing Date (as defined in Section 2 hereofthe “Indenture”), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Xxxxx Fargo Bank, N.A.National Association, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and DTC. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (ai) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (bii) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12April 7, 2022 2014 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated April 10, 2014 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources Westlake Chemical Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 250,000,000 aggregate principal amount of the Company’s 7.3753.600% Senior Notes due 2031 2022 (the “Notes”). Citigroup Global Markets Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Deutsche Bank Securities Inc. has and Xxxxxx Xxxxxxx & Co. LLC have agreed to act as representative representatives of the several Initial Purchasers Underwriters (in such capacity, collectively, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture indenture, dated as of January 1, 2006 (the “Base Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties subsidiary guarantors party thereto and UMB JPMorgan Chase Bank, National Association, as trustee, as amended and supplemented by that certain Sixth Supplemental Indenture, dated as of July 17, 2012, among the Company, the subsidiary guarantors party thereto (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as successor in interest to JPMorgan Chase Bank, National Association, as trustee (in such capacity, the “Trustee”). The Base Indenture as amended and supplemented by the Supplemental Indenture is referred to herein as the “Indenture”). The Notes will be guaranteed on a senior unsecured basis by each of the Subsidiary Guarantors pursuant to their guarantee set forth in the Indenture (each a “Guarantee” and collectively, the “Guarantees”). The Notes and the Guarantees are referred to herein collectively as the “Securities.” The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) ), pursuant to a letter Letter of representationsRepresentations, to be dated on or before the Closing Date January 5, 2006 (the “DTC Agreement”), among the CompanyCompany and the Depositary. The Notes, the Trustee and DTC. The payment of principal ofGuarantees, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, the DTC Agreement and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees this Agreement are herein referred to herein collectively as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Operative Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:”
Appears in 1 contract
Introductory. CNX Resources Alliance Data Systems Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 400,000,000 aggregate principal amount of the Company’s 7.3755.250% Senior Notes due 2031 2017 (the “Notes”). Citigroup Global Markets Inc. J.X. Xxxxxx Securities LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of November 20, 2012 (the Closing Date (as defined in Section 2 hereof“Indenture”), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Wxxxx Fargo Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and DTCthe Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (ai) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (bii) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12November 14, 2022 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated November 15, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This AgreementAll references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934 (as amended, the Securities “Exchange Act,” which term, as used herein, includes the rules and regulations of the Indenture Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Guarantees set forth thereinPreliminary Offering Memorandum) are collectively referred to herein or the Final Offering Memorandum (as the case may be), and all references herein to the terms “Transaction Documents.amend,” “amendment” or “supplement” with respect to the Pricing Disclosure Package or the Final Offering Memorandum shall be deemed to mean and include all information filed by the Company under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:
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Introductory. CNX Resources CorporationDUKE ENERGY CORPORATION, a Delaware corporation (the “CompanyCorporation”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 €750,000,000 aggregate principal amount of the Company’s 7.3753.75% Senior Notes due 2031 (the “Notes”). Citigroup Global Markets Inc. has agreed ) to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to the provisions of an indenture Indenture, dated as of June 3, 2008, (the “Original Indenture”) as supplemented from time to time by supplemental indentures, including the Thirty-Second Supplemental Indenture, to be dated as of April 12, 2024 (the “Supplemental Indenture” and together with the Original Indenture, the “Indenture”), between the Corporation and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”). Banco Santander, S.A., Barclays Bank PLC, BNP Paribas and MUFG Securities EMEA plc (the “Representatives”) are acting as representatives of the several underwriters listed in the signature pages hereto and named in Schedule A hereto (together with the Representatives, the “Underwriters”). The Corporation understands that the several Underwriters propose to offer the Notes for sale upon the terms and conditions contemplated by (i) this Agreement and (ii) the Base Prospectus, the Preliminary Prospectus and the Permitted Free Writing Prospectus (each as defined below) issued at or prior to the Applicable Time (as defined below) (the documents referred to in the foregoing subclause (ii) are referred to herein as the “Pricing Disclosure Package”). The Corporation and The Bank of New York Mellon, London Branch will execute and deliver a Paying Agency Agreement to be dated as of on or prior to the Closing Date (as defined in Section 2 hereofbelow) (the “Paying Agency Agreement”), among the Companyto appoint The Bank of New York Mellon, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.London Branch, as trustee paying agent (the “Paying Agent”) and The Bank of New York Mellon, London Branch as registrar and transfer agent with respect to the Notes. The Notes will be issued in such capacitythe form of one or more permanent global securities (collectively, the “TrusteeGlobal Note”) registered in the name of a nominee (which may be the Paying Agent) of a common depositary located outside the United States for Clearstream Banking, S.A. (“Clearstream”), or Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”). The Notes will be issued only in book-entry form denominations of €100,000 and integral multiples of €1,000 in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securitiesexcess thereof.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
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Introductory. CNX Resources CorporationAxxxx-Xxxxxxxx Energy Inc., a Delaware corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers named in Schedule A hereto RBC Capital Markets Corporation (the “Initial PurchasersPurchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of ) $500,000,000 95,000,000 aggregate principal amount of the Company’s 7.375its 9.0% Senior Notes due 2031 2014 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”)) dated January 18, to be dated as of the Closing Date (as defined in Section 2 hereof), 2006 among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Wxxxx Fargo Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be Securities issued only in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC” or the “Depositary”) pursuant to a letter DTC Blanket Letter of representationsRepresentations, to be dated on as of or before prior to the Closing Date (as defined in Section 2) (the “DTC Agreement”), among from the Company to the Depositary. The Company’s obligations under the Notes, the Trustee Exchange Notes (as defined below) and DTC. The payment of principal ofthe Indenture will be, premiumjointly and severally, if anyunconditionally guaranteed, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (ai) each of the entities Company’s domestic subsidiaries as of the date hereof, which are listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) Schedule B hereto, and (bii) any subsidiary of the Company formed or acquired on or after the Closing Date that is required to execute executes the Indenture or a supplemental indenture to provide a setting forth an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees included in the Indenture (the “Guarantees”). The Notes and the Guarantees thereof are herein collectively referred to as the “Securities”; and the Exchange Notes (as defined below) and the Guarantees thereof are herein collectively referred to as the “Exchange Securities.” The holders of the Securities will be entitled to the benefits of a registration rights agreement to be dated as of the Closing Date (the “Registration Rights Agreement”) among the Company, the Guarantors and the Initial Purchaser, pursuant to which the Company and each of the Guarantors will agree to file with the Securities and Exchange Commission (the “SEC”), under the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended, relating to an offer (the “Exchange Offer”) to exchange another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes. The Securities Act of 1933, as amended, together with the rules and regulations of the SEC promulgated thereunder, is referred to herein as the “Securities Act.” As more fully described in the Preliminary Offering Memorandum and in the Offering Memorandum (as each term is defined below), the Company has agreed to purchase all of the outstanding capital stock of DLS Drilling, Logistics & Services Corporation (“DLS”), pursuant to a stock purchase agreement dated April 27, 2006. The acquisition by the Company of all of the outstanding capital stock in DLS, as described in the Preliminary Offering Memorandum and in the Offering Memorandum, is referred to herein as the “Acquisition.” With respect to the representations, warranties and agreements made by the Company in this Agreement concerning its subsidiaries, such representations, warranties and agreements shall be deemed to include DLS. In connection with the Acquisition, the Company will (i) offer and sell the Securities contemplated by this Agreement; (ii) offer and sell the Common Stock pursuant to an underwriting agreement dated August 8, 2006 between the Company and the underwriters named therein; and (iii) enter into an amendment of its $25.0 million senior secured credit facility (the “Bank Credit Facility”). These transactions (but not including the offering of the Securities contemplated by this Agreement and the Preliminary Offering Memorandum or the Offering Memorandum) are collectively referred to herein as the “Transactions.” The Company understands that the Initial Purchasers propose Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Preliminary Offering Memorandum (as defined below) and agrees that the Initial Purchasers Purchaser may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on at any time after the terms set forth in the Pricing Disclosure Package (the first time when sales date of the Securities are made is referred to as the “Time of Sale”)this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers Purchaser without being registered registration with the Securities and Exchange Commission (the “Commission”) SEC under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the The terms of the Securities and the Indenture, Indenture will require that investors who that acquire Securities shall be deemed to have agreed expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are resale or transfer is registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)) thereunder). The Company has prepared and delivered to the Initial Purchasers Purchaser copies of a Preliminary Offering Memorandumpreliminary offering memorandum, dated September 12July 26, 2022 2006 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each ) for use by the Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement is executed by the parties hereto (this the “AgreementTime of Execution”) is executed and deliveredin any event no later than the second Business Day following the Time of Execution, the Company will prepare and deliver to the Initial Purchasers Purchaser a Final final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”)) which will consist of the Preliminary Offering Memorandum with only such changes therein as are required to reflect pricing information of the Notes. This Agreement, the Securities The Company and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company Guarantors hereby confirms its agreements confirm their agreement with the Initial Purchasers Purchaser as follows:
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Introductory. CNX Resources CorporationX. X. Xxxx, Inc., a Delaware New Jersey corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $250,000,000 aggregate principal amount of the Company’s 2.875% Notes due 2016 (the “2016 Notes”) and $500,000,000 aggregate principal amount of the Company’s 7.3754.400% Senior Notes due 2031 2021 (the “2021 Notes” and, together with the 2016 Notes, the “Notes”). Citigroup Global Markets Inc. has Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx, Xxxxx & Co. and Xxxxx Fargo Securities, LLC have agreed to act as representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture indenture, dated as of December 20, 2010 (the “Base Indenture”), to be dated as of between the Closing Date (as defined in Section 2 hereof)Company and Xxxxx Fargo, among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.National Association, as trustee (in such capacitythe “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture to the Base Indenture (the “Supplemental Indenture” and together with the Base Indenture, the “TrusteeIndenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) ), pursuant to a letter Blanket Letter of representationsRepresentations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, Company and the Trustee and DTCDepositary. The payment of principal of, premium, if any, Company has prepared and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Securities Act”), an “automatic shelf registration statement” (as defined in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale Rule 405 under the Securities Act or if an exemption from Act) on Form S-3 (File No. 333-171166), which contains a base prospectus (the registration requirements “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Notes, and other securities of the Securities Act is available (including Company, and the exemptions afforded by offering thereof from time-to-time in accordance with Rule 144A 415 under the Securities Act (“Rule 144A”) or Regulation S Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering MemorandumAct, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:including
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Introductory. CNX Resources CorporationGulfMark Offshore, Inc., a Delaware corporation (the “Company”), proposes agrees, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. $200,000,000 aggregate principal amount of its 6.375% Senior Notes due 2022 (“Offered Securities”) to be issued under an indenture, dated as of March 12, 2012 (the “Indenture”), acting severally between the Company and not jointlyU.S. Bank National Association, as trustee (the respective amounts set forth “Trustee”), as Additional Notes (as defined in such Schedule A hereto of the Indenture). The Offered Securities will form a single series and, to the extent described in the Preliminary Offering Circular (as defined below), will be fungible with the $500,000,000 300,000,000 aggregate principal amount of the Company’s 7.3756.375% Senior Notes due 2031 2022 issued under the Indenture on March 12, 2012 (the “NotesExisting Securities”). Citigroup Global Markets Inc. has agreed to act as representative The holders of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Offered Securities (as defined below) will be issued pursuant entitled to an indenture (the “Indenture”), to be benefits of a Registration Rights Agreement dated as of the Closing Date (as defined in Section 2 hereofbelow) between the Company and the Representative (the “Registration Rights Agreement”), among pursuant to which the Company, Company will agree to file a registration statement with the Guarantors Commission (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by registering (a) the entities listed on the signature pages hereof as “Guarantors” exchange (the “Current GuarantorsExchange Offer”) of the Offered Securities for debt securities with substantially identical terms as the Offered Securities (the “Exchange Securities”) and (b) any subsidiary under certain circumstances, the resale of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Offered Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 1933, as amended (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder”), in reliance upon exemptions therefrom. Pursuant The Offered Securities will be sold to the terms Purchasers without being registered under the Securities Act, pursuant to Section 4(a)(2) of the Securities and Act, for resale by the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale Purchasers in compliance with Regulation S under the Securities Act (“Regulation S”) or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by to “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection compliance with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” Rule 144A. The Company hereby confirms its agreements agrees with the Initial several Purchasers as follows:
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Introductory. CNX Resources CorporationSantander Drive Auto Receivables LLC, a Delaware corporation limited liability company (the “CompanySeller” or “Depositor”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto Santander Consumer USA Inc., an Illinois corporation (“SC”), confirm their agreement with Xxxxx Fargo Securities, LLC (the “Initial PurchasersRepresentative”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.375% Senior Notes due 2031 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers underwriters (the “RepresentativeUnderwriters” and each, an “Underwriter”) listed in connection with the offering and sale Section 2 of the Notes. The Securities (Terms Exhibit attached hereto as defined below) will be issued pursuant to an indenture Exhibit A (the “IndentureTerms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2023-5, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to be the Indenture, dated as of the Closing Date (as defined in Section 2 hereofbelow) (the “Indenture”), among between the Company, the Guarantors (as defined below) named therein as parties thereto Issuer and UMB BankCitibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes will be issued only specified in book-entry form in Section 3 of the name Terms Exhibit (the “Notes”). The assets of Cede & Co., as nominee of The Depository the Issuer (the “Trust Company (“DTCEstate”) pursuant to a letter consist of representationsall money, to be accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated on or before as of the Closing Date (the “DTC Sale and Servicing Agreement”), by and among the CompanySeller, the Trustee Issuer, SC, as servicer, and DTCthe Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The payment of principal of, premium, if any, and interest on the Issued Notes will be fully collateralized by the Trust Estate. The Receivables and unconditionally guaranteed related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, dated as of the Closing Date (the “GuaranteesPurchase Agreement”) on a senior unsecured basis), jointly between the Seller and severally SC, and will be conveyed to the Issuer by (a) the entities listed on Seller pursuant to the signature pages hereof as “Guarantors” (the “Current Guarantors”) Sale and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the Servicing Agreement. The terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and set forth in the manner set forth herein and in the Pricing Disclosure Package Registration Statement (as defined below) and agrees that the Initial Purchasers may resell, subject related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Sale and Servicing Agreement. The Securities are to be offered Seller has prepared and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the terms offering of asset-backed notes. The registration statement as amended has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430D under the Securities Act or if an exemption from Act, is referred to in this Underwriting Agreement as the registration requirements of “Registration Statement.” The Company proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) or Regulation S under a final prospectus (such prospectus, as amended and supplemented, the Securities Act (“Regulation SProspectus”)). The Company has prepared and delivered ) relating to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum Notes and the Pricing Supplement are herein referred to as the “Pricing Disclosure Packagemethod of distribution thereof.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationSabine Pass Liquefaction, LLC, a Delaware corporation limited liability company (the “Company”), proposes to issue and sell to agrees with the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”)) subject to the terms and conditions stated herein, acting severally to issue and not jointly, sell to the respective amounts set forth Purchasers in such Schedule A hereto of $500,000,000 the aggregate U.S.$1,500,000,000 principal amount of the Company’s 7.375its 5.875% Senior Secured Notes due 2031 2026 (the “Notes”). Citigroup Global Markets Inc. has agreed to act The Notes shall be issued under an indenture dated as representative of the several Initial Purchasers February 1, 2013 (the “RepresentativeBase Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) in connection as supplemented by a seventh supplemental indenture that will be dated as of June 14, 2016, relating to the Notes (the “Seventh Supplemental Indenture”, and together with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Second Amended and Restated Common Terms Agreement, dated as of June 30, 2015, among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein), as amended by the Omnibus Amendment thereto, dated as of September 24, 2015, and the Administrative Amendment to the Common Terms Agreement, dated as of December 31, 2015, among the Company, the Common Security Trustee and the Intercreditor Agent (collectively, the “Common Terms Agreement”)). The holders of the Notes will be entitled to the benefits of a registration rights agreement, dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Registration Rights Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of between the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred Purchasers, pursuant to as which the “Securities.” The Company understands that the Initial Purchasers propose agrees to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or file a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the United States Securities Act of 1933 1933, as amended (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant ”) with terms substantially identical to the terms of Notes (the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation SExchange Notes”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering MemorandumA preliminary offering circular, dated September 12June 8, 2022 2016 (the “Preliminary Offering MemorandumCircular”)) relating to the Notes to be offered by the Purchasers, and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof final offering circular (the “Final Offering MemorandumCircular”). This Agreement, ) disclosing the Securities offering price and other final terms of the Indenture (including Notes and dated as of the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:date of this
Appears in 1 contract
Samples: Purchase Agreement (Cheniere Energy Partners, L.P.)
Introductory. CNX Resources CorporationCapital One Auto Receivables, LLC, a Delaware corporation limited liability company (the “CompanySeller” or “Depositor”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto Capital One, National Association, a national banking association (the “Initial PurchasersBank”), acting severally confirm their agreement with X.X. Xxxxxx Securities LLC, Barclays Capital Inc. and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.375% Senior Notes due 2031 Credit Suisse Securities (USA) LLC (the “NotesRepresentatives”). Citigroup Global Markets Inc. has agreed to act , as representative representatives of the several Initial Purchasers underwriters (the “RepresentativeUnderwriters”) listed in connection with the offering and sale Section 2 of the Notes. The Securities (Terms Exhibit attached hereto as defined below) will be issued pursuant to an indenture Exhibit A (the “IndentureTerms Exhibit”) as follows: Capital One Prime Auto Receivables Trust 2019-1, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the Indenture, to be dated as of the Closing Date (as defined in Section 2 hereofthe “Indenture”), among between the CompanyIssuer and Wilmington Trust, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The Seller proposes to sell to the Underwriters a portion of the Issued Notes will be issued only in book-entry form in the name amounts specified in Section 3 of Cede & Co., as nominee the Terms Exhibit (the “Notes”). The assets of The Depository the Issuer (the “Trust Company (“DTCEstate”) pursuant to a letter consist of representationsall money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale Agreement, to be dated on or before as of the Closing Date (the “DTC Sale Agreement”), by and among the Seller and the Issuer, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) the Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or the Servicing Agreement, to be dated as of the Closing Date (the “Servicing Agreement”), among the CompanyIssuer, the Bank, as servicer, and the Indenture Trustee, and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (iv) the rights of the Seller, as buyer, under the Purchase Agreement, to be dated as of the Closing Date (the “Purchase Agreement”), between the Bank and the Seller (including the representations and warranties of the Bank therein) and the Assignment executed by the Bank pursuant to the Purchase Agreement, (v) the rights of the Issuer under the Sale Agreement, the Assignment pursuant to the Sale Agreement and the Servicing Agreement, (vi) the rights of the Issuer under the Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), among the Bank, as administrator, the Issuer and the Indenture Trustee and DTC(vii) all proceeds of the foregoing. The payment of principal of, premium, if any, and interest on the Issued Notes will be fully collateralized by the Trust Estate. The Receivables and unconditionally guaranteed related property will be conveyed to the Seller by the Bank pursuant to the Purchase Agreement and will be conveyed to the Issuer by the Seller pursuant to the Sale Agreement. The Receivables will be subject to review, in certain circumstances, by Xxxxxxx Xxxxx Income Services LLC, as assets representations reviewer (the “GuaranteesAsset Representations Reviewer”) on a senior unsecured basis), jointly for compliance with certain of the representations and severally by (a) warranties made about the entities listed on Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, to be dated as of the signature pages hereof as “Guarantors” Closing Date (the “Current GuarantorsAsset Representations Review Agreement”) ), among the Bank, as servicer, the Issuer, and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the Asset Representations Reviewer. The terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and set forth in the manner set forth herein and in the Pricing Disclosure Package Registration Statement (as defined below) and agrees that the Initial Purchasers may resell, subject related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Sale Agreement. The Securities are to be offered Seller has prepared and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefroma shelf registration statement on Form SF-3 (No. Pursuant 333-226529), including a form of prospectus, relating to the terms offering of asset-backed notes. The registration statement as amended was declared effective by the Securities Commission on November 6, 2018 and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, if prior to the execution and delivery of this Agreement, such Securities are registered for sale amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including the form of prospectus and all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 430D under the Securities Act or if an exemption from the registration requirements of the Securities Act Act, is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to in this Agreement as the “Pricing Disclosure PackageRegistration Statement.” Promptly after For purposes of this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities “effective date” means the later of (a) the date and time as of which the Indenture Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (including b) the Guarantees set forth thereinmost recent effective date as of which the Prospectus (as defined below) are collectively referred is deemed to herein as be part of the “Transaction DocumentsRegistration Statement pursuant to Rule 430D under the Act.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationCSK Auto, a Delaware Inc., an Arizona corporation (the “Company”"COMPANY"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers named in Schedule A hereto Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc. axx XXX Xxxxurg LLC (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of "PURCHASERS") U.S. $500,000,000 aggregate 280,000,000 principal amount of the Company’s 7.375its 12% Senior Notes due 2031 2006 (the “Notes”). Citigroup Global Markets Inc. has agreed "OFFERED SECURITIES") to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture (the “Indenture”"INDENTURE"), to be dated as of the Closing Date (as defined in Section 2 hereofbelow), among between the Company, the Guarantors (as defined below) guarantors named therein as parties thereto (each, a "GUARANTOR," and UMB Bankcollectively, N.A.the "GUARANTORS") and The Bank of New York, as trustee (in such capacity, the “Trustee”"TRUSTEE"). The Notes Offered Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date irrevocably and unconditionally guaranteed (the “DTC Agreement”), among the Company, the Trustee and DTC. The "GUARANTEES") as to payment of principal ofprincipal, premium, if any, interest and interest on Liquidated Damages (as defined in the Notes will be fully and unconditionally guaranteed (the “Guarantees”) Indenture), if any, on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary each of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are United States Securities Act of 1933 is herein referred to as the “Securities"SECURITIES ACT.” The Company understands that the Initial Purchasers propose to make an offering " Holders (including subsequent transferees) of the Offered Securities on will have the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms registration rights set forth in the Pricing Disclosure Package registration rights agreement (the first time when sales "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Securities are made is referred to as the “Time of Sale”Registration Rights Agreement). The Securities are Pursuant to be offered the Registration Rights Agreement, the Company and sold the Guarantors will agree to or through the Initial Purchasers without being registered file with the Securities and Exchange Commission (the “Commission”"COMMISSION") under the Securities Act of 1933 circumstances set forth therein, (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the i) a registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A statement under the Securities Act (“Rule 144A”the "EXCHANGE OFFER REGISTRATION STATEMENT") or Regulation S relating to the Company's 12% Senior Notes due 2006 in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”"EXCHANGE SECURITIES"), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use with guarantees endorsed thereon by the Initial Purchasers Guarantors to be offered in connection with its solicitation of offers exchange for the Offered Securities (such offer to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein exchange being referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement "EXCHANGE OFFER") and the Guarantees thereof and (this “Agreement”ii) is executed and delivereda shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the Company will prepare and deliver "REGISTRATION STATEMENTS") relating to the Initial Purchasers a Final Offering Memorandum dated resale by certain holders of the date hereof (Offered Securities and to use its best efforts to cause such Registration Statements to be declared and remain effective and usable for the “Final Offering Memorandum”)periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. This Agreement, the The Offered Securities and the Indenture (including the Guarantees set forth therein) Exchange Securities are collectively referred to herein collectively as the “Transaction Documents.” "SECURITIES". The Company hereby confirms its agreements agrees with the Initial Purchasers as follows:
Appears in 1 contract
Samples: CSK Auto Corp
Introductory. CNX Resources CorporationXXXX Financial Partners, L.P., a Delaware corporation limited partnership (the “CompanyOperating Partnership”), proposes agrees with the initial purchaser (the “Purchaser”), subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of Purchaser $500,000,000 50,000,000 aggregate principal amount of the Company’s 7.375its 8.0% Exchangeable Senior Notes due 2031 2016 (the “NotesFirm Securities”) and also proposes to grant to the Purchaser an option, exercisable from time to time by the Purchaser, to purchase an aggregate of up to an additional $7,500,000 principal amount (“Optional Securities”) of its 8.0% Exchangeable Senior Notes due 2016. The Firm Securities and the Optional Securities will be guaranteed (the “Guarantee”) by XXXX Financial Corp., a Maryland corporation (the “Guarantor”). Citigroup Global Markets Inc. has agreed The Firm Securities, the Optional Securities and the Guarantee are collectively referred to act herein as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. Offered Securities.” The Offered Securities (as defined below) will be issued pursuant under an indenture, to an indenture be dated as of November 25, 2013 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), entered into among the CompanyOperating Partnership, the Guarantors (as defined below) named therein as parties thereto Guarantor and UMB Bank, N.A.U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). For the avoidance of doubt, all references to the subsidiaries of the Guarantor shall include the Operating Partnership. The Notes holders of the Offered Securities will be issued only in book-entry form in entitled to the name benefits of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representationsRegistration Rights Agreement, to be dated on or before as of November 25, 2013, between the Closing Date Guarantor and the Purchaser (the “DTC Registration Rights Agreement”), among pursuant to which the Company, Guarantor agrees to file a registration statement with the Trustee and DTC. The payment of principal of, premium, if any, and interest on Commission registering the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary resale of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which termUnderlying Shares, as used hereinhereinafter defined, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)as defined below). The Company has prepared Operating Partnership, the Guarantor and delivered to the Initial Purchasers copies of XXXX REIT Management, LLC, a Preliminary Offering Memorandum, dated September 12, 2022 Delaware limited liability company (the “Preliminary Offering MemorandumAdvisor”), hereby, jointly and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”)severally, describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements agree with the Initial Purchasers Purchaser as follows:
Appears in 1 contract
Introductory. CNX Resources Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto you (the “Initial PurchasersPurchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.3756.00% Senior Notes due 2031 2029 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers Purchaser may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers Purchaser without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12November 24, 2022 2020 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers Purchaser a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers Purchaser as follows:
Appears in 1 contract
Introductory. CNX Resources Cxxxxxx Petroleum Finance Corporation, a Delaware an Alberta corporation (the “CompanyIssuer”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate ) U.S.$150,000,000 principal amount of the Company’s 7.375its 75/8% Senior Notes due 2031 December 1, 2013 (the “Notes”). Citigroup Global Markets Inc. has agreed ) to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture agreement, dated as of November 22, 2005 (the “Indenture”), among the Issuer, Cxxxxxx Petroleum Corporation, an Alberta corporation (“Parent”), the subsidiary guarantors listed on Schedule B hereto (the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”) and The Bank of Nova Scotia Trust Company of New York, as Trustee. The Notes will be fully, irrevocably and unconditionally guaranteed (the “Parent Guarantee”), as to payment of principal, premium, if any, and interest by Parent, and will be fully, irrevocably and unconditionally guaranteed (the “Subsidiary Guarantees”) as to payment of principal, premium, if any, and interest by the Subsidiary Guarantors. Each of the Subsidiary Guarantees will be fully, irrevocably and unconditionally guaranteed (the “Parent-Subsidiary Guarantees” and, together with the Parent Guarantee and the Subsidiary Guarantees, the “Guarantees,” and, together with the Notes, the “Offered Securities”) as to payment of principal, premium, if any, and interest on a senior basis by Parent. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as defined in Section 2 hereof), below) among the CompanyIssuer, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date Purchasers (the “DTC Registration Rights Agreement”), among pursuant to which the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on Issuer agrees to file a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance registration statement with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the United States Securities and Exchange Commission (the “Commission”) registering the resale of the Offered Securities under the United States Securities Act of 1933 1933, as amended (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationIndyMac MBS, Inc., a Delaware corporation (the “CompanyDepositor”), ) proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of approximately $500,000,000 aggregate 486,654,000 principal amount of the Company’s 7.375% Senior Notes due 2031 its Class A IndyMac Home Equity Mortgage Loan Asset-Backed Notes, Series 2006-H2 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers ) issued by cause IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2006-H2 (the “RepresentativeIssuing Entity”) to the Underwriters named in connection with Schedule I attached hereto pursuant to this underwriting agreement (the offering and sale “Agreement”). The assets of the Notes. The Securities Issuing Entity include, among other things, a pool of adjustable rate home equity line of credit loans made or to be made in the future under certain home equity revolving credit line loan agreements (the “HELOCs”) secured by first or junior lien deeds of trust or mortgages on properties that are primarily one- to four-family residential properties to be delivered on the Closing Date (as defined below) (the “Mortgage Loans”) and all monies due under the HELOCs after the close of business on June 19, 2006 (the “Cut-off Date”) (exclusive of payments in respect of accrued interest due on or prior to the Cut-off Date) and property that secured a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure. In addition, the Notes will have the benefit of an irrevocable and unconditional note guaranty insurance policy (the “Policy”) to be issued by AMBAC Assurance Corporation (the “Insurer”) pursuant to an Insurance and Indemnity Agreement, dated as of June 27, 2006 (the “Insurance Agreement”) among the Insurer, the Depositor, IndyMac Bank, F.S.B. (the “Sponsor”), as seller and servicer, the Issuing Entity and Deutsche Bank National Trust Company as indenture trustee (the “Indenture Trustee”). The Issuing Entity will be formed pursuant to a Trust Agreement, dated as of June 13, 2006 (the “Trust Agreement” and as amended and restated on June 27, 2006, the “Amended and Restated Trust Agreement”), among the Depositor, Wilmington Trust Company (the “Owner Trustee”) and Deutsche Bank National Trust Company, as administrator (the “Administrator”) and the Notes will be issued pursuant to an indenture Indenture (the “Indenture”), to be dated as of June 19, 2006, between the Closing Date (as defined in Section 2 hereof), among Issuing Entity and the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Indenture Trustee”). The Notes Mortgage Loans and certain other assets of the Issuing Entity will be issued only in book-entry form in sold by the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) Sponsor to the Depositor pursuant to a letter separate Mortgage Loan Purchase Agreement, dated as of representationsJune 19, to be dated on or before the Closing Date 2006 (the “DTC Purchase Agreement”) between the Depositor and the Sponsor, and by the Depositor to the Issuing Entity pursuant to the Sale and Servicing Agreement, dated as of June 19, 2006 (the “Sale and Servicing Agreement”), among the CompanyIssuing Entity, the Trustee Depositor, IndyMac Bank, F.S.B., as seller and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed as servicer (the “GuaranteesServicer”) on a senior unsecured basisand the Indenture Trustee. The Issuing Entity will be administered pursuant to the administration agreement, jointly and severally by (a) the entities listed on the signature pages hereof dated as “Guarantors” of June 19, 2006 (the “Current GuarantorsAdministration Agreement”) and (b) any subsidiary of ), among the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectivelyIssuing Entity, the Administrator, the Owner Trustee and the Depositor. An indemnification agreement, dated as of June 27, 2006 (the “GuarantorsIndemnification Agreement”). The Notes , among Lehman, Bear, UBS, IndyMac and the Guarantees are herein referred Insurer, will govern the liability of such parties with respect to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and losses resulting from material misstatements or omissions contained in the manner set forth herein and in the Pricing Disclosure Package Prospectus Supplement (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities Insurance Agreement, the Trust Agreement, the Amended and Restated Trust Agreement, the Indenture, the Purchase Agreement, the Sale and Servicing Agreement, the Administration Agreement, the Indemnification Agreement and the Indenture (including the Guarantees set forth therein) Policy are collectively referred to herein as the “Transaction Basic Documents.” The Company hereby confirms its agreements with Capitalized terms used and not otherwise defined herein shall have the Initial Purchasers as follows:meanings given them in the Sale and Servicing Agreement.
Appears in 1 contract
Introductory. CNX Resources CorporationSantander Drive Auto Receivables LLC, a Delaware corporation limited liability company (the “CompanySeller” or “Depositor”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto Santander Consumer USA Inc., an Illinois corporation (the “Initial PurchasersSC”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.375% Senior Notes due 2031 (the “Notes”). confirm their agreement with Citigroup Global Markets Inc. has agreed to act (the “Representative”), as representative of the several Initial Purchasers underwriters (the “RepresentativeUnderwriters” and each, an “Underwriter”) listed in connection with the offering and sale Section 2 of the Notes. The Securities (Terms Exhibit attached hereto as defined below) will be issued pursuant to an indenture Exhibit A (the “IndentureTerms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2022-3, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to be the Indenture, dated as of the Closing Date (as defined in Section 2 hereofbelow) (the “Indenture”), among between the Company, the Guarantors (as defined below) named therein as parties thereto Issuer and UMB BankCitibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes will be issued only specified in book-entry form in Section 3 of the name Terms Exhibit (the “Notes”). The assets of Cede & Co., as nominee of The Depository the Issuer (the “Trust Company (“DTCEstate”) pursuant to a letter consist of representationsall money, to be accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated on or before as of the Closing Date (the “DTC Sale and Servicing Agreement”), by and among the CompanySeller, the Trustee Issuer, SC, as servicer, and DTCthe Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The payment of principal of, premium, if any, and interest on the Issued Notes will be fully collateralized by the Trust Estate. The Receivables and unconditionally guaranteed related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, dated as of the Closing Date (the “GuaranteesPurchase Agreement”) on a senior unsecured basis), jointly between the Seller and severally SC, and will be conveyed to the Issuer by (a) the entities listed on Seller pursuant to the signature pages hereof as “Guarantors” (the “Current Guarantors”) Sale and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the Servicing Agreement. The terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and set forth in the manner set forth herein and in the Pricing Disclosure Package Registration Statement (as defined below) and agrees that the Initial Purchasers may resell, subject related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Sale and Servicing Agreement. The Securities are to be offered Seller has prepared and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the terms offering of asset-backed notes. The registration statement as amended has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430D under the Securities Act or if an exemption from Act, is referred to in this Underwriting Agreement as the registration requirements of “Registration Statement.” The Company proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) or Regulation S under a final prospectus (such prospectus, as amended and supplemented, the Securities Act (“Regulation SProspectus”)). The Company has prepared and delivered ) relating to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum Notes and the Pricing Supplement are herein referred to as the “Pricing Disclosure Packagemethod of distribution thereof.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationDrive Auto Receivables LLC, a Delaware corporation limited liability company (the “CompanySeller”), Drive Auto Receivables Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuer”) and Drive Consumer USA Inc., an Illinois corporation (“Drive Consumer”), confirm their agreement with [List underwriters] (collectively, the “Underwriters”) as follows: The Seller proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (Underwriters the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount notes of the Company’s 7.375% Senior Notes due 2031 classes designated in the applicable Terms Agreement (the “Notes”). Citigroup Global Markets Inc. has agreed The Notes are to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture by the Issuer under the Indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof)Date, among between the Company, the Guarantors (as defined below) named therein as parties thereto Issuer and UMB Bank, N.A.[ ], as indenture trustee (in such capacity, the “Indenture Trustee”). The Notes will be issued only collateralized by the Trust Estate (as defined below). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation: (i) all right, title, and interest of the Seller in bookand to the Contracts acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, Drive Consumer and the Indenture Trustee (the “Sale and Servicing Agreement”) and all monies due thereunder after the applicable Cut-entry form Off Date; (ii) the interest of the Seller in the name security interests in the Financed Vehicles granted by Obligors pursuant to the Contracts and any accessions thereto; (iii) the interest of Cede & Co.the Seller in any proceeds from claims on any physical damage, credit life or disability, or other insurance policies maintained by the Obligors thereon covering the Financed Vehicles or the Obligors relating to the Contracts and any proceeds from the liquidation of Contracts or the related Financed Vehicles; (iv) all right, title and interest (but not the obligations) of the Seller in and to the Contribution Agreement and the Sale and Servicing Agreement, insofar as such right, title and interest relates to the Contracts, the related Contract Files or the related Financed Vehicles, including the right of the Seller to cause the Originator, as nominee applicable, to repurchase the Contracts from the Seller under certain circumstances; (v) the interest of the Seller in any Dealer Recourse relating to the Contracts; (vi) the interest of the Seller in certain rebates of premiums and other amounts relating to insurance policies and other items financed under the Contracts in effect after the applicable Cut-Off Date; (vii) the Trust Accounts and all funds on deposit from time to time and all rights of the Seller therein; (viii) the related Contract Files; and (ix) the proceeds of any and all of the foregoing. The Depository Trust Company Contracts and the Related Security will be conveyed to the Seller by Drive Consumer pursuant to the Contribution Agreement, dated as of the Closing Date, between the Seller and Drive Consumer (the “DTCContribution Agreement”) and will be conveyed to the Issuer by the Seller pursuant to a letter of representationsthe Sale and Servicing Agreement. [On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to be dated hedge the floating interest rate on or before the Class [ ] Notes (the “Swap Agreement”).] [On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “DTC AgreementNote Insurance Policy”), among ) guaranteeing certain payments due in respect of the Company[Class A] Notes.] [On the Closing Date, the Trustee and DTC. The payment Issuer will enter into a Letter of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance Credit Reimbursement Agreement with the Letter of Credit Bank and the Letter of Credit Bank will issue the Reserve Account Letter of Credit.] The terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and set forth in the manner set forth herein and in the Pricing Disclosure Package Registration Statement (as defined below) and agrees that the Initial Purchasers may resellrelated Prospectus (as defined below), subject as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Sale and Servicing Agreement. The Securities are to be offered Seller has prepared and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form S-3 (having the registration number 333-[ ]), including a form of prospectus, relating to the terms of Notes. The registration statement [as amended] has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof. If any post-effective amendment has been filed with respect thereto prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or if an exemption from Act, is referred to in this Agreement as the registration requirements of “Registration Statement.” The Seller proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) a supplement (such supplement, together with any amendment thereof or Regulation S under supplement thereto, the Securities Act (“Regulation SProspectus Supplement”)). The Company has prepared and delivered ) to the Initial Purchasers copies of a Preliminary Offering Memorandumprospectus included in the Registration Statement (such prospectus, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (it appears in the “Pricing Supplement”), describing Registration Statement or in the terms of form most recently revised and filed with the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers Commission pursuant to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein Rule 424(b) is hereinafter referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “AgreementBasic Prospectus”) is executed and delivered, the Company will prepare and deliver relating to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities Notes and the Indenture (including method of distribution thereof. The Basic Prospectus and the Guarantees set forth therein) are collectively Prospectus Supplement is hereinafter referred to herein as the “Transaction DocumentsProspectus.” The Company hereby confirms its agreements with the Initial Purchasers as follows:”
Appears in 1 contract
Samples: Underwriting Agreement (Drive Auto Receivables LLC)
Introductory. CNX Resources CorporationGold Xxxx Inc., a Delaware corporation organized under the Georgia Cooperative Marketing Act (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate ) U.S.$200,000,000 principal amount of the Company’s 7.375% its 10¼% Senior Notes due 2031 2014 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “RepresentativeOffered Securities”) in connection with the offering and sale of the Notes. The Securities (as defined below) will to be issued pursuant to under an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC AgreementIndenture”), among the Company, each of the Trustee Company’s U.S. subsidiaries that are signatories thereto and DTCare listed on Schedule B hereto (each, a “Guarantor” and collectively, the “Guarantors”), and U.S. Bank National Association, as Trustee. The Offered Securities will be unconditionally guaranteed on a senior unsecured basis (the “Guarantees”) as to payment of principal ofprincipal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basisinterest, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary each of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are United States Securities Act of 1933 is herein referred to as the “SecuritiesSecurities Act.” The Company understands that the Initial Purchasers propose to make an offering Holders (including subsequent transferees) of the Offered Securities on will have the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms registration rights set forth in the Pricing Disclosure Package registration rights agreement (the first time when sales of the Securities are made is referred to as the “Time of SaleRegistration Rights Agreement”), dated the date hereof, for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). The Securities are Pursuant to be offered and sold the Registration Rights Agreement, the Company will agree to or through the Initial Purchasers without being registered file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 circumstances set forth therein, (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the i) a registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A statement under the Securities Act (the “Rule 144AExchange Offer Registration Statement”) or Regulation S relating to the Offered Securities in a like aggregate principal amount as the Company issues under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering MemorandumExchange Securities”), and has prepared and delivered to be offered in exchange for the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III Offered Securities (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers such offer to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein exchange being referred to as the “Pricing Disclosure Package.Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” Promptly after this Purchase and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Offered Securities and to use its reasonable best efforts to cause such Registration Statements to be declared effective and cause such Registration Statements to remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. On the Closing Date, the Company and the Guarantors will, simultaneously with the purchase, sale and delivery of the Offered Securities, amend and restate the Credit Agreement dated as of September 27, 2002 (this as amended and restated, the “Rabobank Agreement”) is executed ), among the Company, the lenders named therein and deliveredCooperatieve Centrale Raiffeisen – Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as agent (the “Agent”). The Company will apply a portion of the net proceeds of the Offered Securities to the prepayment in full of all revolving loans, term loans, accrued and unpaid interest, prepayment penalties and other amounts unpaid and outstanding under the Rabobank Agreement on the Closing Date (the “Outstanding Amounts”). Contemporaneously with the purchase, sale and delivery of the Offered Securities, the Company will prepare and (i) deliver to the Initial Purchasers Agent an irrevocable notice of full prepayment of the Outstanding Amounts and (ii) wire transfer, to the account of the Agent designated for such purpose, a Final Offering Memorandum dated portion of the date hereof (net proceeds from the “Final Offering Memorandum”)issue and sale of the Offered Securities sufficient to prepay in full the Outstanding Amounts. This Agreement, Each of the Securities Company and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company Guarantors hereby confirms its agreements agrees with the Initial several Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (Gold Kist Inc)
Introductory. CNX Resources CorporationCapitalSource Inc., a Delaware corporation (the “Company”), ) proposes to issue and sell to the several Initial Purchasers underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of ) $500,000,000 250,000,000 aggregate principal amount of the Company’s 7.3757.250% Senior Subordinated Convertible Notes due 2031 Due 2037 (the “Firm Notes”) pursuant to the terms of this Underwriting Agreement (the “Agreement”). The Company also proposes to issue and sell to the Underwriters an aggregate of not more than an additional $37,500,000 principal amount of the Company’s 7.250% Senior Subordinated Convertible Notes Due 2037 solely to cover over-allotments, if any (the “Option Notes”). Citigroup Global Markets Inc. has agreed The Firm Notes and the Option Notes are hereinafter collectively referred to act as representative the “Notes.” The respective principal amounts of the Notes to be purchased, severally but not jointly, by the several Initial Purchasers (the “Representative”) Underwriters are set forth opposite their names in connection Schedule A hereto. The Company hereby confirms its agreement with the offering and sale of the NotesUnderwriters. The Securities (as defined below) Notes will be issued pursuant to an indenture, dated as of July 30, 2007 (the “Original Indenture”), as supplemented as described below, between the Company and Wxxxx Fargo Bank, N.A., as trustee (the “Trustee”). The title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, conversion, exchange terms, redemption and/or repayment provisions, sinking fund requirements and any other variable terms of the Notes shall be established by or pursuant to a first supplemental indenture to the Original Indenture (as so supplemented, and as the same may be amended or further supplemented from time to time, the “Indenture”), ) to be dated as of entered into between the Company, the Guarantor and the Trustee on or prior to the Closing Date (as defined in Section 2 5(a) hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form will be registered in the name of Cede & Co., Co. as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representationsagreement, to be dated on or before as of the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed as to the payment of principal and interest thereon (the “GuaranteesGuarantee” and together with the Notes, the “Securities”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” CapitalSource Finance LLC (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “GuarantorsGuarantor”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers will be convertible into shares (the “Subsequent PurchasersUnderlying Securities”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of common stock of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission Company, par value $0.01 per share (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation SCommon Stock”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationDynegy Inc., a Delaware an Illinois corporation (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial "Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto ") an aggregate of U.S. $500,000,000 aggregate 175,000,000 principal amount of its 4.75% Convertible Subordinated Debentures due 2023 ("Firm Securities") and, at the Company’s 7.375election of the Purchasers, an aggregate of up to an additional aggregate of U.S. $50,000,000 principal amount of its 4.75% Senior Notes Convertible Subordinated Debentures due 2031 2023 ("Optional Securities"), each to be issued under an indenture dated as of August 11, 2003 (the “Notes”"Indenture"). Citigroup Global Markets Inc. has agreed to act as representative of , among the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities Issuers (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the and Wilmington Trust Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacitythe "Trustee"), on a private placement basis pursuant to an exemption under Section 4(2) of the “Trustee”United States Securities Act of 1933, as amended (the "Securities Act"). The Notes Firm Securities and the Optional Securities will both be issued only in book-entry form in unconditionally guaranteed as to the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal ofprincipal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” basis (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance "Guarantee" and, together with the terms of Firm Securities and the Indenture, and their respective successors and assigns (collectivelyOptional Securities, the “Guarantors”"Offered Securities") by Dynegy Holdings Inc. (the "Guarantor" and, together with the Company, the "Issuers"). The Notes and Capitalized terms used but not defined herein shall have the Guarantees are herein referred meanings given to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the such terms and in the manner set forth herein and in the Pricing Disclosure Package Offering Circular (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The holders of the Offered Securities are will be entitled to the benefits of a Registration Rights Agreement to be offered dated August 11, 2003 among the Issuers and sold the Purchasers (the "Registration Rights Agreement"), pursuant to or through which the Initial Purchasers without being registered Issuers will agree to file a shelf registration statement with the Securities and Exchange Commission (the “"Commission”") registering the resale of the Offered Securities and the Underlying Shares, as hereinafter defined, under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (Dynegy Inc /Il/)
Introductory. CNX Resources Omeros Corporation, a Delaware Washington corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto Cantor Xxxxxxxxxx & Co. and UBS Securities LLC (the “Initial Purchasers” and each an “Initial Purchaser”), acting severally and not jointly, the respective amounts set forth ) $210,000,000 in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.3756.25% Convertible Senior Notes due 2031 2023 (the “NotesInitial Securities”). Citigroup Global Markets Inc. has agreed to act as representative of the several The Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof)November 15, 2018, by and among the Company, the Guarantors (as defined below) named therein as parties thereto Company and UMB Xxxxx Fargo Bank, N.A.National Association, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the CompanyIn addition, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required has granted to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose an option to make purchase up to an offering additional $40,000,000 aggregate principal amount of the Securities its 6.25% Convertible Senior Notes due 2023 on the terms and in conditions and for the manner purposes set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on Option Securities” and, together with the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as Initial Securities, the “Time of SaleSecurities”). The Securities are will be convertible into cash or duly and validly issued, fully paid and non-assessable shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), including any such shares issuable upon conversion in connection with a “make-whole fundamental change” (as defined in the Final Offering Memorandum) (such shares, the “Conversion Shares”) or a combination of cash and Common Stock, on the terms, and subject to the conditions, set forth in the Indenture. Capitalized terms used, but not defined herein, shall have the meanings set forth in the “Description of Notes” section of the Final Offering Memorandum (as hereinafter defined). The Securities will be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including of 1933, as amended, and the exemptions afforded by Rule 144A under rules and regulations of the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 Exchange Commission (the “Preliminary Offering MemorandumSEC”) thereunder (collectively, the “Securities Act”). Upon original issuance thereof, and has prepared and delivered to until such time as the Initial Purchasers copies same is no longer required under the applicable requirements of a Pricing Supplement substantially the Securities Act, the Securities shall bear the legends set forth in the form attached hereto as Annex III (the “Pricing Supplement”)final offering memorandum, describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This AgreementThe Company has prepared a preliminary offering memorandum, dated November 8, 2018 (the “Preliminary Offering Memorandum”), (ii) a pricing term sheet, dated the date hereof, attached hereto as Schedule I, which includes pricing terms and other information with respect to the Securities and the Indenture Conversion Shares (including the Guarantees set forth “Pricing Supplement”), and (iii) the Final Offering Memorandum, in each case, relating to the offer and sale of the Securities (the “Offering”). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, with respect to the date or time referred to in this Agreement, unless expressly stated otherwise, (i) all amendments or supplements thereto, and (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein) ). The Preliminary Offering Memorandum and the Pricing Supplement are collectively referred to herein as the “Transaction DocumentsTime of Sale Document.” The In connection with the offering of the Initial Securities, the Company hereby confirms its agreements is separately entering into a capped call transaction with Royal Bank of Canada (the “Capped Call Counterparty”), pursuant to a capped call confirmation (the “Base Capped Call Confirmation”), to be dated the date hereof, and in connection with any exercise by the Initial Purchasers of their option to purchase any Option Securities solely for the purpose of covering sales of Securities in excess of the number of Initial Securities, the Company and the Capped Call Counterparty may enter into an additional capped call transaction pursuant to an additional capped call confirmation (an “Additional Capped Call Confirmation”), to be dated the date on which the Initial Purchasers exercise their over-allotment option to purchase such Option Securities. We refer to the Base Capped Call Confirmation and the Additional Capped Call Confirmation collectively herein as follows:the “Capped Call Confirmations.”
Appears in 1 contract
Samples: Purchase Agreement (Omeros Corp)
Introductory. CNX Resources CorporationBurlington Coat Factory Investments Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 99,309,000 aggregate principal amount at maturity of the Company’s 7.375its 14 1/2% Senior Discount Notes due 2031 2014 (the “Notes”). Citigroup Global Markets Banc of America Securities LLC, Bear, Xxxxxxx & Co. Inc. has and Wachovia Capital Markets, LLC have agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant an indenture, to an indenture be dated as of April 13, 2006 (the “Indenture”), to be dated as of between the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto Company and UMB Xxxxx Fargo Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and DTCthe Depositary. The payment holders of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed entitled to the benefits of a registration rights agreement relating to the Notes, to be dated as of April 13, 2006 (the “GuaranteesRegistration Rights Agreement”) on a senior unsecured basis), jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of among the Company formed or acquired after and the Closing Date that is required Initial Purchasers. Pursuant to execute a supplemental indenture the Registration Rights Agreement, the Company will agree to provide a guarantee in accordance file with the terms of Commission (as defined below), under the Indenturecircumstances set forth therein, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of i) a registration statement under the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package Act (as defined below) and agrees that the Initial Purchasers may resell, subject relating to the conditions set forth herein, all or a portion another series of debt securities of the Securities Company with terms substantially identical to purchasers each series of Notes (the “Subsequent PurchasersExchange Notes”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission in exchange for such Notes (the “CommissionExchange Offer”) under the Securities Act of 1933 and (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant ii) to the terms of extent required by the Securities and the IndentureRegistration Rights Agreement, investors who acquire Securities shall be deemed a shelf registration statement pursuant to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements Rule 415 of the Securities Act is available relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The Notes are being issued as part of the financing necessary to effect the merger (the “Merger”) of BCFWC Mergersub, Inc. (“Mergersub”), a wholly-owned subsidiary of the Company, with and into the Burlington Coat Factory Warehouse Corporation (“BCFWC”), with the BCFWC as the surviving entity. The Merger will be effected pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of January 18, 2006, between Burlington Coat Factory Holdings, Inc. (f/k/a BCFWC Acquisition, Inc.) (“Parent”), BCFWC and Mergersub. In connection with the Merger, Xxxx Capital Partners, LLC or one or more of its affiliates (the “Sponsor”) as well as certain other parties will purchase for cash, common equity interests of Parent (the “Equity Financing”) in an aggregate dollar amount equal to no less than 20% of the total capitalization of Parent and its subsidiaries on a consolidated basis, and upon consummation of the Merger and the other transactions contemplated hereby, Sponsor and management will own 100% of the common equity of BCFWC. Mergersub will simultaneously enter into a senior secured revolving credit facility and a first in, last out revolving credit facility aggregating $800.0 million (the “Revolving Credit Facility”) and a senior secured term loan facility in an amount of $900.0 million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”), in each case among Mergersub, BCFWC, the guarantors party thereto (including the exemptions afforded by Rule 144A under Company), the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared lenders party thereto and delivered to certain affiliates of the Initial Purchasers copies of a Preliminary Offering MemorandumPurchasers. In addition, dated September 12, 2022 Xxxxxxxxx will simultaneously enter into an indenture (the “Preliminary Offering MemorandumBCFWC Indenture”)) among Mergersub, and has prepared and delivered the Company, the guarantors party thereto, Xxxxx Fargo Bank, N.A. relating to the Initial Purchasers copies issuance and sale of a Pricing Supplement substantially in the form attached hereto as Annex III $305.0 million aggregate principal amount of senior notes due 2014 of Mergersub (the “Pricing SupplementBCFWC Notes”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (Burlington Coat Factory Investments Holdings, Inc.)
Introductory. CNX Resources CorporationCapital One Multi-asset Execution Trust, a Delaware corporation statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto as beneficiary (the “Initial PurchasersBeneficiary”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount ) of the Company’s 7.375% Senior Notes due 2031 Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), to be dated between the Issuer and The Bank of New York Mellon (formerly known as The Bank of the Closing Date (as defined in Section 2 hereofNew York), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be issued only secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in book-entry form in certain designated consumer and small business revolving credit card accounts (the name of Cede & Co.“Accounts”), as nominee of collections thereon and certain related property to the Company. The Depository Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust Company (the “DTCMaster Trust”) pursuant to a letter the Amended and Restated Pooling and Servicing Agreement, dated as of representationsSeptember 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to be dated on or before time, the Closing Date “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “DTC Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the CompanyIssuer, the Trustee and DTC. The payment of principal ofTransferor, premiumthe Bank, if anyas administrator, and interest on the Notes will be fully and unconditionally guaranteed Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “GuarantorsCollateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes and designated in the Guarantees applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC, RBC Capital Markets, LLC, and Xxxxx Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms has prepared and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefroma shelf registration statement on Form S-3 (Nos. Pursuant 333-189293, 000-000000-00 and 333-189293-02), including a form of prospectus, relating to the terms of the Securities Notes and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or if an exemption from Act, is referred to in this Agreement as the registration requirements of “Registration Statement.” The Company proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A under the Securities Act 424(b) (“Rule 144A424(b)”) or Regulation S under of the Securities Act (“Regulation S”)). The Company has prepared rules and delivered to regulations of the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 Commission (the “Preliminary Offering MemorandumRules and Regulations”), and has prepared and delivered ) under the Act a supplement (the “Prospectus Supplement”) to the Initial Purchasers copies of a Pricing Supplement substantially prospectus included in the Registration Statement (such prospectus, in the form attached hereto as Annex III (it appears in the “Pricing Supplement”Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein is hereinafter referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “AgreementBasic Prospectus”) is executed and delivered, the Company will prepare and deliver relating to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities Notes and the Indenture (including method of distribution thereof. The Basic Prospectus and the Guarantees set forth therein) are collectively Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to herein as the “Transaction DocumentsProspectus.” The Company hereby confirms its agreements with the Initial Purchasers as follows:”
Appears in 1 contract
Introductory. CNX Resources CorporationCapital One Multi-asset Execution Trust, a Delaware corporation statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto as beneficiary (the “Initial PurchasersBeneficiary”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount ) of the Company’s 7.375% Senior Notes due 2031 Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), to be dated between the Issuer and The Bank of New York Mellon (formerly known as The Bank of the Closing Date (as defined in Section 2 hereofNew York), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be issued only secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in book-entry form in certain designated consumer and small business revolving credit card accounts (the name of Cede & Co.“Accounts”), as nominee of collections thereon and certain related property to the Company. The Depository Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust Company (the “DTCMaster Trust”) pursuant to a letter the Amended and Restated Pooling and Servicing Agreement, dated as of representationsSeptember 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to be dated on or before time, the Closing Date “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “DTC Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the CompanyIssuer, the Trustee and DTC. The payment of principal ofTransferor, premiumthe Bank, if anyas administrator, and interest on the Notes will be fully and unconditionally guaranteed Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “GuarantorsCollateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes and designated in the Guarantees applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), which shall include Barclays Capital Inc., RBC Capital Markets, LLC and Xxxxx Fargo Securities, LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), the Transfer Agreement, the Indenture, the Collateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms has prepared and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefroma shelf registration statement on Form S-3 (Nos. Pursuant 333-189293, 000-000000-00 and 333-189293-02), including a form of prospectus, relating to the terms of the Securities Notes and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act or if an exemption from Act, is referred to in this Agreement as the registration requirements of “Registration Statement.” The Company proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A under the Securities Act 424(b) (“Rule 144A424(b)”) or Regulation S under of the Securities Act (“Regulation S”)). The Company has prepared rules and delivered to regulations of the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 Commission (the “Preliminary Offering MemorandumRules and Regulations”), and has prepared and delivered ) under the Act a supplement (the “Prospectus Supplement”) to the Initial Purchasers copies of a Pricing Supplement substantially prospectus included in the Registration Statement (such prospectus, in the form attached hereto as Annex III (it appears in the “Pricing Supplement”Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein is hereinafter referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “AgreementBasic Prospectus”) is executed and delivered, the Company will prepare and deliver relating to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities Notes and the Indenture (including method of distribution thereof. The Basic Prospectus and the Guarantees set forth therein) are collectively Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to herein as the “Transaction DocumentsProspectus.” The Company hereby confirms its agreements with the Initial Purchasers as follows:”
Appears in 1 contract
Introductory. CNX Resources Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (the “CompanyParent Guarantor”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”), X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“MLPFS”) and the other several Initial Purchasers Underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 500 million aggregate principal amount of the Company’s 7.3753.500% Senior Notes due 2031 2024 (the “Notes”). Citigroup Global Markets Inc. has Citigroup, X.X. Xxxxxx and MLPFS have agreed to act as representative the representatives of the several Initial Purchasers Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) ). The Securities will be issued pursuant to an indenture indenture, dated as of May 6, 2011 (the “Base Indenture”), among the Company, the Guarantors (as defined below) and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to the Base Indenture, among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) ), pursuant to a letter of representations, to be dated on or before the Closing Date September 16, 2010 (the “DTC Agreement”), among the CompanyCompany and the Depositary. Subject to the terms and conditions of the Indenture, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (ai) the entities Parent Guarantor and (ii) the subsidiaries of the Company that are listed on the signature pages Schedule B hereof as “Subsidiary Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance collectively with the terms of the Indenture, and their respective successors and assigns (collectivelyParent Guarantor, the “Guarantors”). The Notes and the Guarantees are herein collectively referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources Alliance Data Systems Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of this Purchase Agreement (this “Agreement”) of $500,000,000 aggregate principal amount of the Company’s 7.3757.000% Senior Notes due 2031 2026 (the “Notes”). Citigroup Global Markets BofA Securities, Inc. (“BofA”) has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of September 22, 2020 (the Closing Date (as defined in Section 2 hereof“Indenture”), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB MUFG Union Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and DTCthe Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (ai) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (bii) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.” This Agreement, the Securities, the DTC Agreement and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 1217, 2022 2020 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated September 17, 2020 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This AgreementAll references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934 (as amended, the Securities “Exchange Act,” which term, as used herein, includes the rules and regulations of the Indenture Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Guarantees set forth thereinPreliminary Offering Memorandum) are collectively referred to herein or the Final Offering Memorandum (as the case may be), and all references herein to the terms “Transaction Documents.amend,” “amendment” or “supplement” with respect to the Pricing Disclosure Package or the Final Offering Memorandum shall be deemed to mean and include all information filed by the Company under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationSpeedway Motorsports, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 150,000,000 aggregate principal amount of the Company’s 7.3756 3/4% Senior Notes due 2031 2019 (the “Notes”). Citigroup Global Markets Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BofAML”), Xxxxx Fargo Securities, LLC, X.X. Xxxxxx Securities LLC and SunTrust Xxxxxxxx Xxxxxxxx, Inc. has have agreed to act as representative the representatives of the several Initial Purchasers (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of February 3, 2011 (the Closing Date (as defined in Section 2 hereof“Indenture”), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and DTCthe Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of February 3, 2011 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal ofprincipal, premium, if any, and interest on and Additional Interest (as defined in the Notes Indenture), if any, will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally severally, by (ai) all of the entities operative subsidiaries of the Company (except for Oil-Chem Research Corporation and its subsidiaries), which are listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) , and (bii) any operative subsidiary of the Company formed or acquired after the Closing Date or any other subsidiary that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company understands has entered into an Amendment, dated as of December 8, 2010 (the “Amendment”) to that certain Amended and Restated Credit Agreement dated as of July 14, 2009, by and among the Company and Speedway Funding, LLC, as borrowers, the subsidiaries from time to time party thereto, as guarantors, and the several lenders from time to time party thereto, including Bank of America, N.A., as administrative agent, swingline lender and issuing lender, Wachovia Bank, National Association and JPMorgan Chase Bank, N.A. as syndication agents and SunTrust Bank and U.S. Bank National Association as documentation agents (the “Existing Credit Agreement”), to permit the issuance of the Securities and the use of proceeds therefrom to fund a portion of the purchase price for the Company’s outstanding 6 3/4% Senior Subordinated Notes due 2013 (the “Existing Senior Subordinated Notes”) being tendered for (the “Offer”) pursuant to the terms and subject to the conditions set forth in that certain Dealer Manager and Solicitation Agent Agreement dated January 20, 2011 by and among the Company and BofAML and the associated Tender Documents (as defined therein). The Company and the Guarantors understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors Subsequent Purchasers who acquire Securities shall be deemed to have agreed that such Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12January 20, 2022 2011 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated January 20, 2011 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationUnited Surgical Partners Holdings, Inc., a Delaware corporation (the “Company”"COMPANY") and wholly-owned subsidiary of United Surgical Partners International, Inc., a Delaware corporation (the "PARENT"), proposes to issue and sell to the several Initial Purchasers initial purchasers named in Schedule on SCHEDULE A hereto (the “Initial Purchasers”), acting severally "PURCHASERS") upon the terms and not jointly, subject to the respective amounts conditions set forth in such Schedule A hereto of this agreement (the "PURCHASE AGREEMENT") U.S. $500,000,000 aggregate 150,000,000 principal amount of the Company’s 7.375its 10% Senior Subordinated Notes due 2031 2011 (the “Notes”). Citigroup Global Markets Inc. has agreed "NOTES") to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture (the “Indenture”)indenture, to be dated as of December 19, 2001 (the Closing Date (as defined in Section 2 hereof"INDENTURE"), among the Company, the Guarantors (as defined below) named therein as guarantors from time to time parties thereto (the "GUARANTORS") and UMB BankU.S. Trust Company of Texas, N.A., N.A. as trustee (in such capacity, the “Trustee”"TRUSTEE"). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly "GUARANTEE," and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance together with the terms of the Indenture, and their respective successors and assigns (collectivelyNotes, the “"OFFERED SECURITIES") by the Guarantors”). The Notes and the Guarantees are United States Securities Act of 1933 is herein referred to as the “Securities"SECURITIES ACT.” The Company understands that the Initial Purchasers propose to make an offering " Holders (including subsequent transferees) of the Offered Securities on will have the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms registration rights set forth in the Pricing Disclosure Package registration rights agreement (the first time when sales "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date (as hereinafter defined), in substantially the form of EXHIBIT I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Securities are made is referred to as the “Time of Sale”Registration Rights Agreement). The Securities are Pursuant to be offered the Registration Rights Agreement, the Company and sold the Guarantors will agree to or through the Initial Purchasers without being registered file with the Securities and Exchange Commission (the “Commission”"COMMISSION") under the Securities Act of 1933 (as amended, circumstances and upon the “Securities Act,” which term, as used herein, includes the rules terms and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant subject to the terms of the Securities and the Indentureconditions set forth therein, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the (i) a registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A statement under the Securities Act (“Rule 144A”the "EXCHANGE OFFER REGISTRATION STATEMENT") or Regulation S relating to the Company's 10% Senior Subordinated Notes in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”"EXCHANGE SECURITIES"), and has prepared and delivered to be offered in exchange for the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III Offered Securities (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers such offer to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein exchange being referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement "EXCHANGE OFFER") and, if applicable, (this “Agreement”ii) is executed and delivereda shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the Company will prepare and deliver "REGISTRATION STATEMENTS") relating to the Initial Purchasers a Final Offering Memorandum dated resale by certain holders of the date hereof (Offered Securities and to use their reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the “Final Offering Memorandum”)periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. This Agreement, the The Offered Securities and the Indenture (including the Guarantees set forth therein) Exchange Securities are collectively referred to herein collectively as the “Transaction Documents"SECURITIES.” " The Company and the Guarantors hereby confirms its agreements agree with the Initial several Purchasers as follows:
Appears in 1 contract
Samples: Medical Documenting Systems Inc
Introductory. CNX Resources Dynatech Corporation, a Delaware Massachusetts corporation ("Dynatech" or the “"Company”)") and its wholly owned subsidiary TTC Merger Co. LLC, proposes a Delaware limited liability company ("TTC Merger Co" and, together with Dynatech, the "Initial Issuers") propose, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers named in Schedule A hereto Credit Suisse First Boston Corporation ("CSFBC") and X.X. Xxxxxx Securities Inc. (the “"Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate ") U.S.$275,000,000 principal amount of the Company’s 7.375its 9 3/4% Senior Subordinated Notes due 2031 Due 2008 (the “"Notes”). Citigroup Global Markets Inc. has agreed ") to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture (the “Indenture”), to be dated as of May 21, 1998 (the "Indenture") among Dynatech, TTC Merger Co, and State Street Bank and Trust Company, a Massachusetts trust company, as Trustee (the "Trustee"). Immediately after the issuance of the Notes on the Closing Date (as defined in Section 2 hereof3 below), among (i) TTC Merger Co will be merged into Telecommunications Techniques Co., LLC, a Delaware limited liability company to be formed prior to the Company, the Guarantors Closing Date (as defined below) named therein ("TTC"), with TTC as parties thereto the surviving company (the "Second Merger"), (ii) TTC will succeed to and UMB Bankassume all of the obligations under the Indenture and the Notes and (iii) Dynatech will be released from its obligations as a primary obligor under the Indenture and the Notes. Dynatech will guarantee the monetary obligations of TTC Merger Co and TTC under the Indenture, N.A., as trustee on a senior subordinated basis (in such capacity, the “Trustee”"Parent Guarantee"). The Notes On the Closing Date TTC, Dynatech and the trustee will be issued only in book-entry form in enter into a supplement to the name Indenture, dated as of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”"First Supplemental Indenture") whereby TTC will confirm its assumption of all of the obligations under the Indenture and Dynatech will confirm its obligations under the Parent Guarantee. As a result of the Second Merger and other transactions related thereto, TTC will be a wholly-owned subsidiary of Dynatech and the direct or indirect parent company of all of Dynatech's other active subsidiaries, including Itronix Corporation, a Washington corporation ("Itronix"), among Industrial Computer Source Inc., a California corporation ("ICS"), AIRSHOW Inc., a California corporation ("AIRSHOW") and da Vinci Systems, Inc., a Florida corporation ("da Vinci"). TTC, Itronix ICS, AIRSHOW and da Vinci are collectively referred to as the "Subsidiaries" of the Company, the Trustee and DTC. The payment Notes have not been registered under the U.S. Securities Act of principal of1933, premium, if anyas amended (the "Securities Act"), and interest may be offered and sold only (1) outside the United States in reliance on Regulation S under the Securities Act ("Regulation S") and (2) in the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act ("Rule 144A") (such Notes to be represented by one or more global Notes in registered form). Holders (including the Initial Purchasers and their direct and indirect transferees) of the Notes will be fully and unconditionally guaranteed entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Annex I (the “Guarantees”) on a senior unsecured basis"Registration Rights Agreement"), jointly pursuant to which Dynatech and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required TTC each will agree to execute a supplemental indenture use its reasonable best efforts to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered file with the Securities and Exchange Commission (the “"Commission”") under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the i) a registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A statement under the Securities Act (“the "Exchange Offer Registration Statement") registering an issue of senior subordinated notes of TTC (including the Parent Guarantee) (the "Exchange Securities") which are identical in all material respects to the Notes (except that the Exchange Securities will not contain terms with respect to transfer restrictions or with respect to additional interest) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 144A”) or Regulation S 415 under the Securities Act (“Regulation S”the "Shelf Registration Statement")). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (Dynatech Corp)
Introductory. CNX Resources CorporationCheniere Energy Partners, L.P., a Delaware corporation limited partnership (the “Company”), proposes to issue and sell to agrees with the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”)) subject to the terms and conditions stated herein, acting severally to issue and not jointly, sell to the respective amounts set forth Purchasers in such Schedule A hereto of the aggregate $500,000,000 aggregate 1,100,000,000 principal amount of the Company’s 7.375its 5.625% Senior Notes due 2031 2026 (the “Notes”). Citigroup Global Markets Inc. has agreed to act The Notes shall be issued under the indenture dated as representative of the several Initial Purchasers September 18, 2017 (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Base Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined belowherein) named therein as parties thereto and UMB Bank, N.A.The Bank of New York Mellon, as trustee Trustee (in such capacity, the “Trustee”). The Notes , as supplemented by a second supplemental indenture that will be issued only in book-entry form in dated as of September 11, 2018, relating to the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date Notes (the “DTC AgreementSecond Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), among the Company, the Trustee and DTC. The payment of principal ofprincipal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed in accordance with the guarantee terms set forth in the Indenture by (the i) Cheniere Energy Investments, LLC (“GuaranteesCheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”), Cheniere Pipeline GP Interests, LLC (“CTPL GP”) on a senior unsecured basisand initially prior to the application of the proceeds of this offering, jointly and severally by Sabine Pass LNG-LP, LLC (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current GuarantorsSPL Member”) and (bii) any subsidiary of the Company formed or acquired after the Closing Date (as defined herein) that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to such guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” ”. The Company understands that the Initial Purchasers propose to make an offering holders of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject will be entitled to the conditions set forth hereinbenefits of a registration rights agreement, all or a portion dated as of the Securities to purchasers Closing Date (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of SaleRegistration Rights Agreement”). The Securities are , among the Company, the Guarantors and the Purchasers, pursuant to be offered which the Company and sold the Guarantors agree to or through the Initial Purchasers without being registered file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered securities for the Securities or resale of the Securities under the United States Securities Act of 1933 1933, as amended (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant ”) with terms substantially identical to the terms of Securities (the Securities and “Exchange Notes” which, along with the IndentureGuarantees related thereto, investors who acquire Securities shall be deemed are herein collectively referred to have agreed that Securities may only be resold or otherwise transferred, after as the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation SExchange Securities”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering MemorandumA preliminary offering memorandum, dated September 126, 2022 2018, including the documents incorporated by reference therein (the “Preliminary Offering Memorandum”), and has prepared and delivered ) relating to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:to
Appears in 1 contract
Samples: Purchase Agreement (Cheniere Energy Partners, L.P.)
Introductory. CNX Resources Xxxx Corporation, a Delaware corporation (the “Company”"COMPANY"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of "PURCHASERS") $500,000,000 aggregate 400,000,000 principal amount of the Company’s 7.375its 5-3/4% Senior Notes due 2031 2014 (the “Notes”"NOTES"), to be guaranteed on a joint and several basis by the Guarantors listed on Schedule B hereto (each a "GUARANTOR" and together, the "GUARANTORS"). Citigroup Global Markets Inc. has agreed to act as representative The Notes and the guarantees of the several Initial Purchasers Guarantors (the “Representative”) in connection "GUARANTEES" and, together with the offering and sale of Notes, the Notes. The Securities (as defined below"SECURITIES")) will are to be issued pursuant to the provisions of an indenture (the “Indenture”), to be Indenture dated as of August 3, 2004 (the Closing Date (as defined in Section 2 hereof), "INDENTURE") among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.BNY Midwest Trust Company, as trustee (in such capacity, the “Trustee”"TRUSTEE"). The Notes Securities will be issued only in book-entry form in offered without being registered under the name Securities Act of Cede & Co.1933, as nominee of The Depository Trust Company amended (“DTC”) pursuant to a letter of representationsthe "SECURITIES ACT"), to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act and in offshore transactions in reliance on Regulation S under the Securities Act ("REGULATION S"). The Purchasers and their direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement dated on or before the Closing Date (the “DTC Agreement”)as of August 3, 2004 among the Company, the Trustee Guarantors and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed Purchasers (the “Guarantees”) on a senior unsecured basis"REGISTRATION RIGHTS AGREEMENT"). Pursuant to the Registration Rights Agreement, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary each of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred Guarantors has agreed to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered file with the Securities and Exchange Commission (the “Commission”"COMMISSION") (i) a registration statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") under the Securities Act registering the offering of 1933 notes (as amended, the “Securities Act,” which term, as used herein, includes the rules "EXCHANGE NOTES") and regulations of the Commission promulgated thereunder), related guarantees with substantially identical terms in reliance upon exemptions therefrom. Pursuant all material respects to the Securities (except that the Exchange Notes will not contain terms of with respect to transfer restrictions or additional interest) to be offered in exchange for the Securities and the Indenture(ii) under certain circumstances, investors who acquire Securities shall be deemed a shelf registration statement pursuant to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A 415 under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to "SHELF REGISTRATION STATEMENT" and, together with the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and deliveredExchange Offer Registration Statement, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”"REGISTRATION STATEMENTS"). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Lear Corp /De/
Introductory. CNX Resources CorporationiStar Financial Inc., a Delaware Maryland corporation (the “Company”), proposes to issue confirms its agreement with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and sell to the other several Initial Purchasers underwriters named in Schedule A hereto (collectively, the “Initial PurchasersUnderwriters”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A hereto of $500,000,000 175,000,000 aggregate principal amount of the Company’s 7.3753.00% Convertible Senior Notes due 2031 2016 (the “NotesInitial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase all or any part of an additional $25,000,000 aggregate principal amount of its 3.00% Convertible Senior Notes due 2016 (the “Option Securities” and, together with the Initial Securities, the “Securities”). Citigroup Global Markets Inc. Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers Underwriters (the “Representative”) in connection with the offering and sale of the NotesSecurities. The Securities (as defined below) will be issued pursuant to an indenture indenture, dated as of February 5, 2001, between the Company and US Bank Trust National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Twenty-first Supplemental Indenture, dated as of November 13, 2012 between the Company and the Trustee (together with the Base Indenture, the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”as defined in Section 2 hereof), among the Company, the Trustee and DTCthe Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectivelyThis Agreement, the “Guarantors”). The Notes Securities and the Guarantees Indenture are herein referred to herein as the “SecuritiesTransaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms has prepared and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-181470), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources Celanese US Holdings LLC, a Delawarx xxxxxxx xxxxxxxxx xxxxxxx (xxx “Xxxxxny”), a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (the “CompanyParent Guarantor”), proposes to issue and sell to Deutsche Bank Securities Inc. (“Deutsche Bank”) and the other several Initial Purchasers Underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 500.0 million aggregate principal amount of the Company’s 7.3754.625% Senior Notes due 2031 2022 (the “Notes”). Citigroup Global Markets Inc. Deutsche Bank has agreed to act as the representative of the several Initial Purchasers Underwriters (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) ). The Securities will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Base Indenture”), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Wells Fargo Bank, N.A.National Association, as trustee (in such capacity, the “Trustee”). The Certain terms of the Securities will be estabxxxxxd pursuant to a supplemental indenture dated as of the Closing Date (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) to the Base Indenture. Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) ), pursuant to a letter of representations, to be dated on or before the Closing Date September 16, 2010 (the “DTC Agreement”), among the Company, Company and the Trustee and DTCDepositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (ai) the entities Parent Guarantor and (ii) the subsidiaries of the Company that are listed on the signature pages Schedule B-1 hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein collectively referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationAristotle Holding, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Express Scripts, Inc., a Delaware corporation (“Express Scripts”), proposes to issue and sell to agrees with the several Initial Purchasers initial purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally ) to issue and not jointly, sell to the respective amounts set forth in such Schedule A hereto of Initial Purchasers $500,000,000 900,000,000 aggregate principal amount of the Company’s 7.375its 2.750% Senior Notes due 2031 2014 (the “2014 Notes”). Citigroup Global Markets Inc. has agreed to act as representative , $1,250,000,000 aggregate principal amount of the several Initial Purchasers its 3.500% Senior Notes due 2016 (the “Representative2016 Notes”), $1,250,000,000 aggregate principal amount of its 4.750% Senior Notes due 2021 (the “2021 Notes”) in connection and $700,000,000 aggregate principal amount of its 6.125% Senior Notes due 2041 (the “2041 Notes” and, together with the offering 2014 Notes, the 2016 Notes and sale of the 2021 Notes, the “Offered Securities”). The Offered Securities will be unconditionally guaranteed (the “Guarantees”) by the Closing Date Guarantors (as defined below) will and any other entity that becomes a guarantor of the Offered Securities following the Closing Date (as defined below), including the Merger Date Guarantors (as defined below), pursuant to the terms of the Indenture (as defined below). The Offered Securities shall be issued pursuant to under an indenture (the “Indenture”)indenture, to be dated as of the Closing Date (the “Base Indenture”), and supplemented by supplemental indentures (each, a “Supplemental Indenture” and, collectively, the “Supplemental Indentures”) to be dated as defined in Section 2 hereof)of the Closing Date, among the Company, each of the Guarantors entities listed on Schedule B-1 hereto (collectively, the “Closing Date Guarantors”) and Xxxxx Fargo Bank, National Association, as Trustee (the Base Indenture, as supplemented on the Closing Date and as may be supplemented from time to time after the Closing Date, the “Indenture”). Pursuant to the Agreement and Plan of Merger dated as of July 20, 2011 (the “Merger Agreement”), by and among Express Scripts, Medco Health Solutions, Inc., a Delaware corporation (“Medco”), the Company, Xxxxxxxxx Xxxxxx Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Xxxxxxxxx Xxxxxx Sub”), and Plato Merger Sub, Inc., a Delaware Corporation and a wholly owned subsidiary of the Company (“Plato Merger Sub”), Xxxxxxxxx Xxxxxx Sub will merge with and into Express Scripts (the “Express Scripts Merger”), with Express Scripts as the surviving corporation, and Plato Merger Sub will merge with and into Medco (collectively with the Express Scripts Merger, the “Mergers”), with Medco as the surviving corporation. As a result of the Mergers, Medco and Express Scripts will become wholly owned subsidiaries of the Company. The date on which the Mergers are consummated is referred to herein as the “Merger Date”, and Medco and the subsidiaries of Medco listed on Schedule B-2 hereto are referred to herein as the “Merger Date Guarantors”. On the Merger Date Medco will, and within 60 days following the Merger Date each other Merger Date Guarantor will, enter into (a) a joinder agreement to this Agreement, the form of which is attached as Schedule H hereto (each, a “Joinder Agreement” and collectively, the “Joinder Agreements”), (b) a Supplemental Indenture, pursuant to which such Merger Date Guarantor will become a party to the Indenture and (c) a counterpart to each Registration Rights Agreement (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co.form attached thereto as Exhibit A (each, as nominee of The Depository Trust Company (a “DTC”) pursuant to a letter of representationsRegistration Rights Joinder” and, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “GuarantorsRegistration Rights Joinders”). The Notes Upon the execution and delivery of a Joinder Agreement by a Merger Date Guarantor, the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering representations, warranties and agreements of the Securities on the terms and in the manner such Merger Date Guarantor set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject shall become effective pursuant to the conditions set forth hereinterms of such Joinder Agreement, all or and each such Merger Date Guarantor will, without further action by any person, become a portion party to this Agreement. References to the “Guarantors” refer to (x) prior to the consummation of the Securities to purchasers Mergers and the execution and delivery of any Joinder Agreements and Supplemental Indentures by any Merger Date Guarantors, the Closing Date Guarantors and (y) following the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales consummation of the Securities are made is referred to as Mergers and the “Time execution and delivery of Sale”)a Joinder Agreement and Supplemental Indenture by a Merger Date Guarantor, the Closing Date Guarantors and such Merger Date Guarantor. The Offered Securities are to will be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including as defined below). The Offered Securities may be sold by the exemptions afforded by Initial Purchasers or their respective affiliates pursuant to Regulation S under the Securities Act (“Regulation S”) to investors outside of the United States that are not U.S. persons (as defined in Regulation S) and pursuant to Rule 144A under the Securities Act (“Rule 144A”) to qualified institutional buyers in the United States or Regulation S qualified institutional buyers that are U.S. persons. The holders of each series of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date among the Company, the Closing Date Guarantors and the Representatives (each, a “Registration Rights Agreement” and, collectively, the “Registration Rights Agreements”). Following the execution of the Registration Rights Joinders by a Merger Date Guarantor, such Merger Date Guarantor shall be bound by all obligations of the “Guarantors” and the “Company” under the Registration Rights Agreements. Pursuant to each Registration Rights Agreement, the Company and the Guarantors shall use commercially reasonable efforts to cause an exchange offer registration statement to become effective under the Securities Act (“Regulation S”)). The Company has prepared and delivered to conduct a registered exchange offer for the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms applicable series of the Offered Securities, each for or to use by their commercially reasonable efforts to cause to become effective a shelf registration statement filed with the Initial Purchasers in connection with its solicitation Commission registering the resale of offers to purchase the Securities. The Preliminary Offering Memorandum and applicable series of the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, Offered Securities under the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction DocumentsAct.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
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Introductory. CNX Resources CorporationArgo Group US, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 125,000,000 aggregate principal amount of the Company’s 7.3756.500% Senior Notes due 2031 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). Citigroup Global Markets Inc. has Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) have agreed to act as representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of September 25, 2012 (the Closing Date (as defined in Section 2 hereof“Base Indenture”), among between the Company, the Guarantors Guarantor (as defined below) named therein as parties thereto and UMB Xxxxx Fargo Bank, N.A.National Association, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name Certain terms of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guaranteed guarantee (the “GuaranteesGuarantee” and, together with the Notes, the “Securities”) on a senior unsecured basis, jointly to each holder of the Notes and severally by (a) to the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary Trustee all payment obligations of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of under the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes Company and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms Guarantor have prepared and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. 000-000000-00 and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933 (1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and delivered to the Initial Purchasers copies of a Pricing Supplement substantially schedules thereto, in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, which it became effective under the Securities and the Indenture (Act, including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:any required information
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Samples: Underwriting Agreement (Argo Group International Holdings, Ltd.)
Introductory. CNX Resources CorporationThe Scotts Miracle-Gro Company, a Delaware an Ohio corporation (the “Company”), proposes to issue and sell to Xxxxx Fargo Securities, LLC (“Xxxxx Fargo” or the “Representative”) and the other several Initial Purchasers initial purchasers named in Schedule A hereto (collectively with the Representative, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 400,000,000 aggregate principal amount of the Company’s 7.375its 4.375% Senior Notes due 2031 2032 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) each of the several Initial Purchasers subsidiary guarantors named in Schedule B hereto and (ii) any subsidiary of the “Representative”) Company that executes an additional guarantee in connection accordance with the offering and sale terms of the Notes. The Securities Indenture (as defined below) and their respective successors and assigns (collectively, the “Guarantors”) pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 3 hereof) (the “Indenture”), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representations, to be dated January 12, 2010, and as supplemented on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Trustee Guarantors and DTC. The payment of principal ofthe Representative, premium, if any, pursuant to which the Company and interest on the Notes Guarantors will be fully required to file with the Securities and unconditionally guaranteed Exchange Commission (the “GuaranteesCommission”), under the circumstances set forth therein, (i) on a senior unsecured basisregistration statement under the Securities Act of 1933 (as amended, jointly the “Securities Act,” which term, as used herein, includes the rules and severally by (aregulations of the Commission promulgated thereunder) relating to another series of debt securities of the entities listed on Company with terms substantially identical to the signature pages hereof as “Guarantors” Notes (the “Current GuarantorsExchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (bii) any subsidiary a shelf registration statement pursuant to Rule 415 of the Company formed or acquired after Securities Act relating to the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms resale by certain holders of the IndentureNotes, and their respective successors and assigns (collectivelyin each case, the “Guarantors”)to use its reasonable best efforts to cause such registration statements to be declared effective. The Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” This Purchase Agreement (“Agreement”), the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12August 10, 2022 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated August 10, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
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Introductory. CNX Resources CorporationSantander Drive Auto Receivables LLC, a Delaware corporation limited liability company (the “CompanySeller” or “Depositor”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto Santander Consumer USA Inc., an Illinois corporation (“SC”), confirm their agreement with SG Americas Securities, LLC (the “Initial PurchasersRepresentative”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.375% Senior Notes due 2031 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers underwriters (the “RepresentativeUnderwriters” and each, an “Underwriter”) listed in connection with the offering and sale Section 2 of the Notes. The Securities (Terms Exhibit attached hereto as defined below) will be issued pursuant to an indenture Exhibit A (the “IndentureTerms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2023-4, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to be the Indenture, dated as of the Closing Date (as defined in Section 2 hereofbelow) (the “Indenture”), among between the CompanyIssuer and Wilmington Trust, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes will be issued only specified in book-entry form in Section 3 of the name Terms Exhibit (the “Notes”). The assets of Cede & Co., as nominee of The Depository the Issuer (the “Trust Company (“DTCEstate”) pursuant to a letter consist of representationsall money, to be accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated on or before as of the Closing Date (the “DTC Sale and Servicing Agreement”), by and among the CompanySeller, the Trustee Issuer, SC, as servicer, and DTCthe Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The payment of principal of, premium, if any, and interest on the Issued Notes will be fully collateralized by the Trust Estate. The Receivables and unconditionally guaranteed related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, dated as of the Closing Date (the “GuaranteesPurchase Agreement”) on a senior unsecured basis), jointly between the Seller and severally SC, and will be conveyed to the Issuer by (a) the entities listed on Seller pursuant to the signature pages hereof as “Guarantors” (the “Current Guarantors”) Sale and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the Servicing Agreement. The terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and set forth in the manner set forth herein and in the Pricing Disclosure Package Registration Statement (as defined below) and agrees that the Initial Purchasers may resell, subject related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Sale and Servicing Agreement. The Securities are to be offered Seller has prepared and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) under in accordance with the provisions of the Securities Act of 1933 (1933, as amended, the “Securities Act,” which term, as used herein, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Act”), in reliance upon exemptions therefrom. Pursuant a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the terms offering of asset-backed notes. The registration statement as amended has been declared effective by the Securities and the Indenture, investors who acquire Securities shall be deemed Commission not more than three years prior to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if such Securities are registered for sale any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430D under the Securities Act or if an exemption from Act, is referred to in this Underwriting Agreement as the registration requirements of “Registration Statement.” The Company proposes to file with the Securities Act is available (including the exemptions afforded by Commission pursuant to Rule 144A 424(b) under the Securities Act (“Rule 144A424(b)”) or Regulation S under a final prospectus (such prospectus, as amended and supplemented, the Securities Act (“Regulation SProspectus”)). The Company has prepared and delivered ) relating to the Initial Purchasers copies Notes and the method of a Preliminary Offering Memorandum, dated September 12, 2022 distribution thereof. Prior to the date and time of the first Contract of Sale (as defined in Section 4(j) hereof) for the Notes (the “Preliminary Offering MemorandumTime of Sale”), and has the Seller had prepared and delivered (i) Issuer Free Writing Prospectus(es) (as defined in Section 16(a)(iii) hereof) issued at or prior to the Initial Purchasers copies Time of a Pricing Supplement substantially in Sale and (ii) the form attached hereto as Annex III Preliminary Prospectus, dated August 9, 2023 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers subject to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”completion). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:As used herein,
Appears in 1 contract
Samples: Underwriting Agreement (Santander Drive Auto Receivables Trust 2023-4)
Introductory. CNX Resources Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), and Genesis Energy Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “CompanyIssuers”), proposes propose to issue and sell to the several Initial Purchasers underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 750,000,000 aggregate principal amount of the CompanyPartnership’s 7.3756.75% Senior Notes due 2031 2022 (the “Notes”). Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) has agreed to act as the representative of the several Initial Purchasers Underwriters (the “Representative”) in connection with the offering and sale of the Notes. The Securities Notes and the Guarantees (as defined below) ), which are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of May 21, 2015 (the Closing Date (as defined in Section 2 hereof“Base Indenture”), among the CompanyIssuers, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representationsamended and supplemented by that certain fourth supplemental indenture, to be dated on or before the Closing Date as of July 23, 2015 (the “DTC AgreementSupplemental Indenture”), among the CompanyIssuers, the Guarantors and the Trustee (as so amended and DTCsupplemented, the “Indenture”). The payment of principal of, and premium, if any, and interest on on, the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally severally, by (ai) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (bii) any subsidiary Subsidiary (as defined below) of the Company Partnership formed or acquired after the Closing Date (as defined in Section 2(b)) that is required to execute executes a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Issuers and the Guarantees Guarantors are herein collectively referred to as the “SecuritiesObligors.” The Company understands It is understood and agreed to by the parties hereto that on July 16, 2015, the Initial Purchasers propose to make an offering of the Securities on the terms Partnership and in the manner set forth herein Enterprise Products Operating LLC, a Texas limited liability company (“EPO”), entered into a purchase and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers sale agreement (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of SalePurchase Agreement”). The Securities are , pursuant to be offered which EPO agreed to sell, and sold the Partnership agreed to or through the Initial Purchasers without being registered with the Securities and Exchange Commission acquire (the “CommissionAcquisition”), (a) under all of the Securities Act equity interests in Cameron Highway Pipeline GP, L.L.C, a Delaware limited liability company, Enterprise GTM Offshore Operating, L.L.C., a Delaware limited liability company, Flextrend Development Company, L.L.C., a Delaware limited liability company, High Island Offshore System, L.L.C., a Delaware limited liability company, Enterprise SMR Holdings, LLC, a Delaware limited liability company, Moray Pipeline Company, L.L.C., a Delaware limited liability company, Poseidon Pipeline Company, L.L.C., a Delaware limited liability company, Enterprise Texas Pipeline (Offshore) LLC, a Texas limited liability company, and Enterprise GC (Offshore) LLC, a Texas limited liability company, (b) all of 1933 the equity interests representing limited partnership interests in Cameron Highway Pipeline I, L.P., a Delaware limited partnership (as amendedthe entities described in clauses (a) and (b) above, the “Securities ActAcquired Entities,” which termand the equity interests in the Acquired Entities, as used hereinthe “Acquired Equity Interests”), includes the rules and regulations (c) all of the Commission promulgated thereunder)equity interests, which are directly or indirectly owned by one or more of the Acquired Entities, in reliance upon exemptions therefrom. Pursuant to Enterprise Offshore Development, LLC, a Delaware limited liability company, Deep Gulf Development, LLC, a Delaware limited liability company, Manta Ray Gathering Company, L.L.C., a Texas limited liability company, and Sailfish Pipeline Company, L.L.C., a Delaware limited liability company (the terms of entities described in clause (c) above, the Securities “Acquired Subsidiaries,” and the Indentureequity interests in the Acquired Subsidiaries, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering MemorandumAcquired Subsidiary Equity Interests”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially (d) equity interests in the form attached hereto as Annex III following joint ventures, which are directly or indirectly owned by one or more of the Acquired Entities and/or the Acquired Entity Subsidiaries: Atlantis Offshore, LLC, a Delaware limited liability company, Cameron Highway Oil Pipeline Company, a Delaware general partnership (the “Pricing SupplementCHOPS”), describing Deepwater Gateway, L.L.C., a Delaware limited liability company, Independence Hub, LLC, a Delaware limited liability company, Neptune Pipeline Company, L.L.C., a Delaware limited liability company, Poseidon Oil Pipeline Company, L.L.C., a Delaware limited liability company (“Poseidon”), Southeast Xxxxxxxx Canyon Pipeline Company, L.L.C., a Delaware limited liability company (“SEKCO”), Manta Ray Offshore Gathering Company, L.L.C., a Delaware limited liability company, and Nautilus Pipeline Company, L.L.C., a Delaware limited liability company (the terms of entities described in clause (d) above, the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum “Acquired Joint Ventures,” and the Pricing Supplement are herein referred to as equity interests in the Acquired Joint Ventures, the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “AgreementAcquired Joint Venture Equity Interests”) is executed and delivered(the Acquired Entities, the Company will prepare Acquired Subsidiaries, CHOPS and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This AgreementSEKCO, the Securities and the Indenture (including the Guarantees set forth therein) are being collectively referred to herein as the “Subject Entities,” and the Acquired Equity Interests, Acquired Subsidiary Equity Interests and Acquired Joint Venture Equity Interests, the “Equity Interests”), for aggregate consideration of approximately $1.5 billion. Immediately following consummation of the Acquisition, the Subject Entities and any additional entities required to guarantee the Notes pursuant to the Indenture (collectively, the “Additional Guarantors”) will be joined as parties to this underwriting agreement (this “Agreement”) pursuant to a joinder agreement, the form of which is attached hereto as Exhibit A (the “Joinder Agreement”). From and after the time of execution of the Joinder Agreement, all references herein to the “Guarantors” will be deemed to include the Additional Guarantors. The Securities are being issued and sold as part of a financing of the Acquisition and the costs and expenses related to the Transactions (as defined below). In addition to the offering and sale of the Securities, the Partnership intends to finance the Transactions from the following sources: (i) a concurrent registered offering of the Partnership’s common units representing limited partner interests (the “Equity Offering”); and (ii) borrowings under the Partnership’s existing credit agreement. The Acquisition, the offering and sale of the Securities, the Equity Offering, the extensions of credit under the Partnership’s existing credit agreement and the payment of transaction costs are referred to herein collectively as the “Transactions.” The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations dated November 17, 2010 (the “DTC Agreement”) from the Issuers to the Depositary. This agreement, the Joinder Agreement (solely for purposes of such agreement at the time it is executed and delivered), the DTC Agreement, the Indenture and the Securities are referred to herein collectively as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:”
Appears in 1 contract
Introductory. CNX Resources CorporationDynegy Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Adio Bond, LLC, a Delaware limited liability company (the “Selling Noteholder”), confirm their agreement with the several Initial Purchasers purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, with respect to the respective amounts set forth in such Schedule A hereto sale by the Selling Noteholder of $500,000,000 235,000,000 aggregate principal amount of the Company’s 7.3757.50% Senior Unsecured Notes due 2031 2015 (the “Notes”). Citigroup Global Markets Inc. has agreed to act as representative of the several Initial Purchasers (the “RepresentativeOffered Securities”) in connection with which were issued under a fifth supplemental indenture dated as of December 1, 2009 to the offering indenture dated September 26, 1996, as amended and sale restated as of the Notes. The Securities March 23, 1998, as further amended and restated as of March 14, 2001, and as supplemented by a first supplemental indenture dated as of July 25, 2003, a second supplemental indenture dated as of April 12, 2006, a third supplemental indenture dated as of May 24, 2007 and a fourth supplemental indenture dated as of May 24, 2007 (as defined below) will be issued pursuant to an indenture (collectively, the “Indenture”), between the Company and Wilmington Trust Company (as successor to be JPMorgan Chase Bank, N.A.), as Trustee, on a private placement basis pursuant to an exemption under the United States Securities Act of 1933 (the “Securities Act”), and hereby agree with the several Purchasers as follows. The Company and the Selling Noteholder have completed a series of transactions described in the Preliminary Offering Circular and the Final Offering Circular under the heading “Summary-LS Power Transactions” (such transactions, the “Transactions”). As part of the Transactions and pursuant to a Purchase Agreement dated as of August 9, 2009 between the Closing Date (as defined in Section 2 hereof), among Company and the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date Selling Noteholder (the “DTC Noteholder Purchase Agreement”), among the Company, Company has issued and sold to the Trustee and DTCSelling Noteholder the Offered Securities. The payment holders of principal of, premium, if any, and interest on the Notes Offered Securities will be fully entitled to the benefits of a Registration Rights Agreement dated as of December 1, 2009 between the Company and unconditionally guaranteed the Selling Noteholder (the “GuaranteesRegistration Rights Agreement”) on a senior unsecured basis), jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of pursuant to which the Company formed or acquired after the Closing Date that is required has agreed to execute file a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered registration statement with the Securities and Exchange Commission (the “Commission”) to exchange the Offered Securities for a new class of securities with substantially identical terms as the Offered Securities issued under the Indenture and registered under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant subject to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Packageconditions therein specified.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (Dynegy Inc.)
Introductory. CNX Resources CorporationNational Fuel Gas Company, a Delaware New Jersey corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers underwriters named in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.3752.95% Senior Notes due 2031 (the “Notes”). Citigroup Global Markets BofA Securities, Inc., HSBC Securities (USA) Inc. has and Xxxxx Fargo Securities, LLC have agreed to act as representative representatives of the several Initial Purchasers Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Notes. If there are no Underwriters named in Schedule A other than the Representatives, then the terms “Underwriters” and “Representatives” shall each be deemed to refer to the Underwriters. The Securities (as defined below) Notes will be issued pursuant to an indenture indenture, dated as of October 1, 1999, between the Company and The Bank of New York Mellon (formerly The Bank of New York), as trustee (the “Trustee”), including an Officer’s Certificate pursuant thereto (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) ), pursuant to a letter Blanket Letter of representationsRepresentations, to be dated on or before the Closing Date April 8, 2008 (the “DTC Agreement”), among between the Company, Company and the Trustee and DTCDepositary. The payment of principal of, premium, if any, Company has prepared and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-244352), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Notes, and other securities of the Company under the Securities Act of 1933 (1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered the offering thereof from time to the Initial Purchasers copies of a Pricing Supplement substantially time in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection accordance with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, Rule 415 under the Securities and the Indenture (Act. Such registration statement, including the Guarantees set forth therein) are collectively referred to herein as financial statements, exhibits and schedules thereto, at each time of effectiveness under the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:Securities Act,
Appears in 1 contract
Introductory. CNX Resources CorporationEnergy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 aggregate principal amount of the Company’s 7.3757.50% Senior Notes due 2031 2021 (the “Notes”). Citigroup Global Markets Inc. has and RBS Securities Inc. have agreed to act as representative the representatives of the several Initial Purchasers (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Wxxxx Fargo Bank, N.A.National Association, as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC AgreementDepositary”), among the Company, the Trustee and DTC. The payment of principal of, premiumpremium on, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally severally, by (ai) Energy XXI (Bermuda) Limited, a limited exempt company organized under the laws of Bermuda (the “Parent”), and (ii) the entities Company’s subsidiaries listed on the signature pages hereof as page hereto (collectively, the “Subsidiaries” and, together with the Parent, the “Initial Guarantors” ”) pursuant to their guarantees (the “Current GuarantorsGuarantees”) and (b) any ). Any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns Indenture (collectivelytogether with the Initial Guarantors, the “Guarantors”)) shall be deemed to be a Guarantor. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Securities will be subject to a Registration Rights Agreement to be dated as of the Closing Date (the “Registration Rights Agreement”) among the Company, the Initial Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Commission (as defined below) (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company and the guarantees of the Guarantors under the Indenture, each respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”)Package. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 1933, as amended (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that the Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Introductory. CNX Resources CorporationPrestige Brands, Inc. (the “Company”), a Delaware corporation and a direct wholly-owned subsidiary of Prestige Brands Holdings, Inc. (the “CompanyParent”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (each an “Initial Purchaser” and together, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $500,000,000 100,000,000 aggregate principal amount of the Company’s 7.375's 8.25% Senior Notes due 2031 2018 (the “Notes”). Citigroup Global Markets Banc of America Securities LLC and Deutsche Bank Securities Inc. has have agreed to act as representative the representatives of the several Initial Purchasers (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture dated as of March 24, 2010 (the “Base Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A.U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), as supplemented by a supplemental indenture to be dated as of November 1, 2010 (the “Supplemental Indenture” and collectively with the Base Indenture, the “Indenture”), among the Company, the Guarantors and the Trustee, relating to the issuance of the Notes. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a letter of representationsrepresentations dated April 6, to be dated on or before the Closing Date 2004 (the “DTC Agreement”), among the Company, the Trustee and DTCthe Depositary. The Company has previously issued $150,000,000 in aggregate principal amount of its 8.25% Senior Notes due 2018 under the Base Indenture (the “Existing Notes”). The Notes constitute “Additional Notes” (as such term is defined in the Base Indenture). The holders of the Notes will be entitled to the benefits of a registration rights agreement to be dated as of November 1, 2010 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (ai) Parent and the entities subsidiary guarantors listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (bii) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (the entities described in clauses (i) and (ii), collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company is currently party to that certain senior secured credit agreement, dated as of March 24, 2010 (the “Existing Credit Agreement”), among the Company as borrower thereunder, Banc of America Securities LLC as joint-lead arranger and joint book-running manager, Bank of America, N.A. as administrative agent, Deutsche Bank Securities Inc. as joint-lead arranger, joint book-running manager and syndication agent, and the lenders and guarantors party thereto. Concurrently with the issuance of the Notes, an incremental term loan will be issued under the Existing Credit Agreement pursuant to an Increase Joinder, dated as of November 1, 2010 (the “Increase Joinder”), among the Company as borrower thereunder, Parent, the Guarantors, the increase lenders party thereto, Bank of America, N.A. as administrative agent for the lenders and the issuers and collateral agent for the secured parties, Deutsche Bank Securities Inc. as syndication agent, and the Banc of America Securities LLC and Deutsche Bank Securities Inc. as joint-lead arrangers. The proceeds from the sale of the Notes, together with new borrowings under the Increase Joinder will be used to finance the acquisition of all of the capital stock of Blacksmith Brands Holdings, Inc., a Delaware corporation (“Blacksmith”), by the Company pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) dated as of September 14, 2010, among the Company, Blacksmith and the stockholders of Blacksmith, and to pay related fees and expenses. Blacksmith and Blacksmith Brands, Inc., its wholly-owned subsidiary, shall become Guarantors under the Supplemental Indenture and shall each become a party to this Agreement on the Closing Date pursuant to a joinder agreement (the “Joinder Agreement”) dated as of the Closing Date substantially in the form of the joinder agreement attached as Annex II hereto. The representations, warranties and agreements of Blacksmith shall not become effective until the Closing Date, at which time such representations, warranties and agreements shall become effective as of the date hereof and the Closing Date pursuant to the terms of the Joinder Agreement. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when at which sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 12October 22, 2022 2010 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated October 22, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement Supplement, including those documents incorporated by reference therein, are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This AgreementAll references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the Securities “Exchange Act,” which term, as used herein, includes the rules and regulations of the Indenture Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Guarantees set forth thereinPreliminary Offering Memorandum) are collectively referred to herein or the Final Offering Memorandum (as the case may be), and all references herein to the terms “Transaction Documents.amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Samples: Purchase Agreement (Prestige Brands Holdings, Inc.)
Introductory. CNX Resources Del Monte Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of the $500,000,000 450,000,000 aggregate principal amount of the Company’s 7.3757 1/2% Senior Subordinated Notes due 2031 2019 (the “Notes”). Citigroup Global Markets Banc of America Securities LLC and Barclays Capital Inc. has have agreed to act as representative the representatives of the several Initial Purchasers (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture indenture, to be dated as of October 1, 2009 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, Del Monte Foods Company, a Delaware Corporation (“Holdings”), the Subsidiary Guarantors (as defined below) named therein as parties thereto and UMB BankThe Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTCDepositary”) pursuant to a blanket letter of representations, to be dated on or before the Closing Date February 3, 2005 (the “DTC Agreement”), between the Company and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of October 1, 2009 (the “Registration Rights Agreement”), among the Company, Holdings, the Trustee Subsidiary Guarantors and DTCthe Representatives, on behalf of the several Initial Purchasers, pursuant to which the Company, Holdings and the Subsidiary Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) in certain circumstances, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to cause such registration statements to be declared effective as promptly as reasonably practicable. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, premium and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed guaranteed, jointly and severally, on a subordinated basis by Holdings and on a senior subordinated basis by (i) the subsidiaries of the Company listed in Schedule B hereto (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Subsidiary Guarantors”) and (bii) any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 2 hereof) that is required to execute a supplemental indenture to provide a executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the each Initial Purchasers Purchaser copies of a Preliminary Offering Memorandum, dated September 1217, 2022 2009 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the each Initial Purchasers Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III Supplement, dated September 17, 2009 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the such Initial Purchasers Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the each Initial Purchasers Purchaser a Final Offering Memorandum final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
