Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure
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Introductory. Copano Edison Mission Energy, L.L.C.a California corporation ("EME"), and its indirect wholly-owned subsidiary Midwest Generation, LLC, a Delaware limited liability company (the “Company”"COMPANY"), propose, subject to the terms and Copano Energy Finance Corporationconditions stated herein, a Delaware corporation that United States Trust Company of New York, acting not in its individual capacity but solely as trustee (“▇▇▇▇▇”in its individual capacity, "US TRUST" and in its capacity as such trustee, the "PASS THROUGH TRUSTEE") under each of the Pass Through Trust Agreements (the "PASS THROUGH TRUST AGREEMENTS"), propose to dated as of August 24, 2000, among the Company and the Pass Through Trustee, will issue and sell to the several Initial Purchasers named below Credit Suisse First Boston Corporation (the “Initial Purchasers”"CSFB"), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Brothers Inc. ("▇▇▇▇▇▇"), Chase Securities Inc.Inc. ("CSI"), Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. ("SSB") and ▇▇ ▇▇▇▇▇ Securities Corp. ("COWEN" and, Inc. have agreed to act as the several Initial Purchasers in connection together 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 CompanyCSFB, ▇▇▇▇▇▇, CSI and SSB, the Guarantors several "PURCHASERS") 8.30% Midwest Generation Pass Through Certificates, Series A in the aggregate amount of $333,500,000 and 8.56% Midwest Generation Pass Through Certificates, Series B in the aggregate amount of $813,500,000 (such Pass Through Certificates are herein referred to as the "OFFERED SECURITIES"), which will represent fractional undivided interests in the Midwest Generation Series A Pass Through Trust and the Midwest Generation Series B Pass Through Trust, respectively (collectively, the "PASS THROUGH TRUSTS") for resale by you in reliance upon Rule 144A (as such term is defined below) and U.S. Bank National Association, as trustee (the “Trustee”)described herein. The Notes Each such Pass Through Trust will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) formed pursuant to a letter of representationsseparate Pass Through Trust Agreement, to be dated on or before the Closing Date (the “DTC Agreement”), in each case among the Company, Company and the Pass Through Trustee. The term "you" shall mean CSFB and ▇▇▇▇▇, ▇ as representatives of the Guarantors, the Trustee and the Depositaryseveral Purchasers. 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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 United States 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure"SECURITIES ACT." The property of the Pass Through Trusts will initially consist of secured notes (the "LESSOR NOTES") which will be issued on a nonrecourse basis by Wilmington Trust Company, a Delaware banking corporation, acting not in its individual capacity but solely as owner trustee (with respect to each owner trust hereinafter referred to, the "OWNER TRUSTEE") of each of four separate owner trusts (collectively, the "OWNER TRUSTS"). The Lessor Notes are to be issued under four separate lease indentures (as amended or supplemented, the "INDENTURES"), each dated as of August 17, 2000, between each Owner Trust and US Trust, as indenture trustee (in such capacity, the "INDENTURE TRUSTEE").
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Introductory. Copano Energy, L.L.C.Teleflex Incorporated, a Delaware limited liability company corporation (the “Company”), proposes to issue and Copano Energy Finance Corporation, a Delaware corporation sell to ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”)) and the other several Underwriters named in Schedule A hereto (such Underwriters, propose to issue and sell to the several Initial Purchasers named below (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 500,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 4.625% Senior Notes due 2018 2027 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have 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) will be issued pursuant to an indenture indenture, dated as of May 16, 2016 (the “Base Indenture”) between the Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture to be dated as of the Closing Date (as defined in Section 2 hereof)November 20, 2017, among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee the Trustee (the “TrusteeSupplemental Indenture” and, together with the Base Indenture, 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 “Depositary”) 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 Company and the Depositary. The holders Company and the Guarantors, in accordance with the requirements of Conduct Rule 5121 (“Rule 5121”) of the Notes will be entitled Financial Industry Regulatory Authority, Inc. (“FINRA”) and subject to the benefits of a registration rights agreementterms and conditions stated herein, to be dated as also hereby confirm the engagement of the Closing Date services of Guggenheim Securities, LLC (the “Registration Rights AgreementIndependent Underwriter”), among as a “qualified independent underwriter” within the Companymeaning of Section (f)(12) of Rule 5121 in connection with the offering and sale of the Securities, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant Independent Underwriter hereby confirms its engagement to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 render such registration statements to be declared effectiveservices. The payment of principal of, premium and Additional Interest (as defined in the Indenture)premium, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the guarantors entities listed on Schedule A attached hereto the signature pages hereof as “Guarantors” (collectively, the “Guarantors”) and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”)assigns, pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto thereof are herein collectively referred to as the “Securities,.” This Agreement, the Securities and the Exchange Notes and the Exchange Guarantees attached thereto Indenture are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time of SaleTransaction Documents.”). 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure
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Introductory. Copano Energy, L.L.C.Sunoco LP, a limited partnership organized under the laws of the State of Delaware limited liability company (the “CompanySunoco”), and Copano Energy Sunoco Finance CorporationCorp., a corporation organized under the laws of the State of Delaware corporation (“▇▇▇▇▇Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to the several Initial Purchasers named below in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached A hereto of $300,000,000 600,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75Issuers’ 6.000% Senior Notes due 2018 2027 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇ & Co. LLC and Mizuho Securities USA LLC have agreed to act as the representatives of the several Initial Purchasers (collectively, the “Representatives”) 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 Company, ▇▇▇▇▇Issuers, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) ), 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 Company, ▇▇▇▇▇, the GuarantorsIssuers, the Trustee 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 March 14, 2019 (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇Issuers, the Guarantors and the Representatives, on behalf of each of the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors Issuers will agree be required to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively Issuers 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 or (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. 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 and Additional Interest (as defined in the Indenture)premium, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the guarantors entities listed on Schedule A attached hereto the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company Sunoco 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached related thereto are herein collectively referred to as the “Securities,” ”; and the Exchange Notes and the Exchange Guarantees attached related thereto are herein collectively referred to as the “Exchange Securities.” The Issuers This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Guarantors Indenture are referred to herein as the “Transaction Documents.” The 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 “Copano PartiesTransactions.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 herein 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12March 11, 2008 2019 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13March 11, 2008 2019, in the form attached hereto as 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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).
Appears in 1 contract
Sources: Purchase Agreement (Sunoco LP)
Introductory. Copano Energy▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Company, L.L.C.LLC, a limited liability company organized in Puerto Rico, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Finance LLC, a Delaware limited liability company (each, an “Issuer” and together, the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇Issuers”), propose to issue and sell to Banc of America Securities LLC (“BAS”) and the other several Initial Purchasers named below in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 500,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75Issuers’ 7 3/4% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have 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 the indenture, dated as of August 20, 2010 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇Issuers, the Guarantors (as defined below) and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, as trustee (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 “Depositary”) pursuant to a one or more riders to the letter of representations, to be dated on or before the Closing Date August 16, 2010 (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the GuarantorsIssuers, the Trustee and the Depositary. The Issuers have previously issued $750,000,000 aggregate principal amount of 7 3/4% Senior Notes due 2018 (the “Existing Notes”) under the Indenture. The Notes constitute “Additional Notes” (as such term is defined in the Indenture) under the Indenture. Except as otherwise noted in the Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below), the Notes will have terms identical to the Existing Notes and will be treated as a single series of debt securities for all purposes under the Indenture. The holders of the Notes Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date September 29, 2010 (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇Issuers, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Issuers and the Guarantors will agree may be required to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively Issuers with terms substantially identical to the Notes Securities (the “Exchange Notes”) and the Guarantees (the “Exchange GuaranteesSecurities”) to be offered in exchange for the Notes and the Guarantees Securities (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 NotesSecurities, and in each case, to use its reasonable 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 and Additional Interest (as defined in the Indenture)premium, if any, and interest on the Notes and the Exchange Notes will initially be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally, severally by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ plc (i“Parent”) and the guarantors other entities listed on Schedule A attached hereto and B hereof as “Guarantors” (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenturecollectively, and their respective successors and assigns (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 herein 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12September 24, 2008 2010 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13September 24, 2008 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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).
Appears in 1 contract
Introductory. Copano Energy, L.L.C.Gulfport Energy Corporation, a Delaware limited liability company corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation agrees with the several initial purchasers named in Schedule A hereto (the “▇▇▇▇▇Purchasers”), propose subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate U.S.$350,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 6.625% Senior Notes due 2018 2023 (the “Notes”). The Company and ▇▇▇▇▇ are referred ) to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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 between the Company, ▇▇▇▇▇, the Guarantors (as defined belowherein) and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in unconditionally guaranteed as to the name payment of Cede & Co., as nominee of The Depository Trust Company principal and interest by each subsidiary listed on Schedule D hereto (the “DepositaryGuarantors” and such Guarantees, the “Guarantees”). Credit Suisse Securities (USA) LLC (“Credit Suisse”) pursuant and Scotia Capital (USA) Inc. (“Scotia Capital”) have agreed to a letter of representationsact as the representatives (together, to be dated on or before the Closing Date (the “DTC AgreementRepresentatives”), among ) of the Company, ▇▇▇▇▇, Purchasers in connection with the Guarantors, offering and sale of the Trustee and the DepositaryNotes. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of the Closing Date among the Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree to file with the Securities and Exchange Commission (as defined below), under certain circumstances set forth therein, the “Commission”) (ia) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act of 1933, as amended (as defined below) the “Securities Act”), relating to another series of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively Company’s notes with terms substantially identical to the Notes Notes, except for the restrictions on transfer and certain administrative terms (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) ), to be offered in exchange for the Notes and the Guarantees (the “Exchange Offer”) and (iib) to the extent required by the Registration Rights Agreementunder certain circumstances, a shelf registration statement (the “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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “related Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Offered Securities,” and the Exchange Notes and the Exchange related Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers Each of the Company and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 hereby 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 herein 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 (several Purchasers 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“C▇▇▇▇▇▇ Petroleum Finance Corporation, an Alberta corporation (the “Issuer”), propose proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate ) U.S.$150,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 75/8% Senior Notes due 2018 December 1, 2013 (the “Notes”). The Company and ▇▇▇▇▇ are referred ) to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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, C▇▇▇▇▇▇ 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 Company, ▇▇▇▇▇Issuer, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Purchasers (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree Issuer agrees to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure.
Appears in 1 contract
Introductory. Copano Energy, L.L.C.Gulfport Energy Corporation, a Delaware limited liability company corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation agrees with the several initial purchasers named in Schedule A hereto (the “▇▇▇▇▇Purchasers”), propose subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate U.S.$650,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 6.000% Senior Notes due 2018 2024 (the “Notes”). The Company and ▇▇▇▇▇ are referred ) to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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 between the Company, ▇▇▇▇▇, the Guarantors (as defined belowherein) and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in unconditionally guaranteed as to the name payment of Cede & Co., as nominee of The Depository Trust Company principal and interest by each subsidiary listed on Schedule D hereto (the “DepositaryGuarantors” and such Guarantees, the “Guarantees”). Credit Suisse Securities (USA) LLC (“Credit Suisse”) pursuant and Scotia Capital (USA) Inc. (“Scotia Capital”) have agreed to a letter of representationsact as the representatives (together, to be dated on or before the Closing Date (the “DTC AgreementRepresentatives”), among ) of the Company, ▇▇▇▇▇, Purchasers in connection with the Guarantors, offering and sale of the Trustee and the DepositaryNotes. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of the Closing Date among the Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree to file with the Securities and Exchange Commission (as defined below), under certain circumstances set forth therein, the “Commission”) (ia) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act of 1933, as amended (as defined below) the “Securities Act”), relating to another series of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively Company’s notes with terms substantially identical to the Notes Notes, except for the restrictions on transfer and certain administrative terms (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) ), to be offered in exchange for the Notes and the Guarantees (the “Exchange Offer”) and (iib) to the extent required by the Registration Rights Agreementunder certain circumstances, a shelf registration statement (the “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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “related Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Offered Securities,” and the Exchange Notes and the Exchange related Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers Each of the Company and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 hereby 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 herein 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 (several Purchasers 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Introductory. Copano Energy, L.L.C.Burlington Coat Factory Warehouse Corporation, a Delaware limited liability company corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers named below in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 450,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 10.000% Senior Notes due 2018 2019 (the “Notes”). The Company and ▇▇▇▇▇▇▇, ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC& Co., ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇ Fargo Securities, Inc. LLC have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture indenture, to be dated as of February 24, 2011 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among between the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National AssociationWilmington Trust FSB, as trustee (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 “Depositary”) 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 Company and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreementagreement relating to the Notes, to be dated as of the Closing Date February 24, 2011 (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers. Pursuant to the Registration Rights Agreement, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the each series of Notes (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) to be offered in exchange for the such 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 commercially reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Additional Interest (as defined in the Indenture)premium, if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed guaranteed, on a senior unsecured basis, jointly and severally, severally by (i) the guarantors Guarantors listed on Schedule A attached hereto B and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers Company will simultaneously enter into a senior secured term loan facility in an amount of $1,000.0 million (the “Term Loan Facility”), among Burlington Coat Factory Holdings, Inc., Burlington Coat Factory Investments Holdings, Inc. (“Holdings”), the Company, the Guarantors other than Holdings, the lenders party thereto and certain affiliates of the Initial Purchasers and enter into an amendment (the “ABL Amendment”) of its existing asset-based revolving credit facility (the “ABL Facility” and together with the Term Loan Facility, the “Senior Secured Credit Facilities”) among Holdings, the Company, the Guarantors, the lenders party thereto and certain affiliates of the Initial Purchasers. For the purposes of this Agreement, the term “Transactions” means the issuance of the Notes by the Company, the entry into the ABL Amendment and the Guarantors entry into the Term Loan Facility and the application of the proceeds therefrom, including to repurchase all of the Company’s outstanding 11 1/8% Senior Notes due 2014 and all of the outstanding 14 1/2% Senior Discount Notes due 2014 of Holdings, to repay all outstanding indebtedness under the Company’s existing senior secured term loan credit facility and to make a distribution to the indirect shareholders of Holdings all as described in the Preliminary Offering Circular. This agreement (this “Agreement” or the “Purchase Agreement”), the Securities, the DTC Agreement, the Indenture, the Registration Rights Agreement, the Term Loan Facility and the ABL Amendment are collectively referred to collectively herein as the “Copano PartiesTransaction Documents.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand 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 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 after the terms set forth in Time of Execution. For the Pricing Disclosure Package (the first time when sales purposes of the Securities are made is referred to herein as this Agreement, the “Time of Sale”)Execution” is 1:00 p.m. (Eastern time) on the date of this Purchase 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 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the The Company (i) has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering MemorandumCircular, dated May 12the date hereof (as may be amended, 2008 (the “Preliminary Offering MemorandumCircular”), ) and (ii) has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13the date hereof (as may be amended, 2008 (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, as supplemented by Circular and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureCircular.” Promptly after the Time of Execution, the Company will prepare and deliver to each Initial Purchaser a final offering circular dated the date hereof (the “Final Offering Circular”). Any reference hereinto the Preliminary Offering Circular or the Final Offering Circular shall be deemed to include all documents incorporated by reference therein on or prior to the date of such circular. The Company and the Guarantors hereby confirm their agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (Burlington Coat Factory Investments Holdings, Inc.)
Introductory. Copano Energy▇. ▇. ▇▇▇▇, L.L.C.Inc., a Delaware limited liability company New Jersey corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers underwriters named below in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 500,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.751.375% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇, Inc. Sachs & Co. and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) 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), among the Company, Company and ▇▇▇▇▇▇ Fargo, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a second supplemental indenture to the Base Indenture (the “Supplemental Indenture” and together with the Base Indenture, 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 “Depositary”) ), 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, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors Company has prepared and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) Act. Such registration statement, including the financial statements, exhibits and Regulation S schedules thereto, in the form in which it became effective under the Securities Act (“Regulation S”)). In connection with Act, including any required information deemed to be a part thereof at the sale time of the Securities, the Company has prepared and delivered effectiveness pursuant to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing DisclosureRule 430B under the
Appears in 1 contract
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance CorporationMount Logan Capital Inc., a Delaware corporation (“▇▇▇▇▇Company”), propose proposes to issue and sell to the several Initial Purchasers underwriters named below in Schedule A hereto (the “Initial PurchasersUnderwriters”), for whom Lucid Capital Markets, LLC is acting severally and not jointlyas representative (the “Representative”), the respective amounts set forth on Schedule B attached hereto of $300,000,000 [______] aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its [______]% Senior Notes due 2018 2031 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “IndentureFirm Securities”), to be issued pursuant to the provisions of an Indenture, dated as of [______] (the Closing Date (as defined in Section 2 hereof), among “Base Indenture”) between the Company, ▇▇▇▇▇, the Guarantors (as defined below) Company and U.S. Bank National Association[______], as trustee (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 “Depositary”) pursuant to supplemented by a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, [____] Supplemental Indenture to be dated as of the Closing Date between the Company and the Trustee (the “Registration Rights Agreement”)[____] Supplemental Indenture” and, among together with the Company, ▇▇▇▇▇Base Indenture, 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 certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Company also proposes to issue and sell to the several Underwriters not more than an additional $[_____] aggregate principal amount of its [_____]% Senior Notes due 2031 (the “Optional Securities”), if and to the extent that the Representative shall have elected to exercise, on behalf of the Underwriters, the right to purchase Optional Securities pursuant to the option granted to the Underwriters in Section 3 hereof. The Firm Securities and the Guarantees attached thereto Optional Securities are herein hereinafter collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. [________]), which registration statement included a preliminary prospectus, relating to the Securities. Such registration statement, including any amendments thereto filed prior to the Applicable Time (as defined below), has been declared effective by the Commission under the Securities Act of 1933 1933, as amended (the “Act”), and the rules and regulations thereunder. The Company will prepare a prospectus in accordance with the provisions of paragraph (b) of Rule 424 (“Rule 424(b)”) of the Rules and Regulations and shall file such prospectus with the Commission prior to 5:30 p.m. (Eastern Time) on the second SEC Business Day following the date of this Underwriting Agreement (this “Agreement”). Such prospectus, in the form first furnished to the Underwriters for use in connection with the offer and sale of Securities, is referred to herein as amendedthe “Prospectus.” Any information included in the Prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430A of the Act (“Rule 430A”) is referred to as “Rule 430A Information.” Each prospectus used in connection with the offering of Securities that omitted Rule 430A Information is herein called a “preliminary prospectus.” Except where the context otherwise requires, the registration statement on Form S-1 filed by the Company with the Commission (No. [_____]), on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Securities Effective Time”), including all documents filed as part thereof or incorporated by reference therein, including any information contained in a Prospectus subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement, collectively, are herein called the “Registration Statement.” Any reference in this Agreement to the Registration Statement, the General Disclosure Package (defined below), the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Act, as of each Effective Time or the Execution Time (defined below) or the date of the Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the General Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which termis or is deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, as used hereinthe case may be, includes and all references in this Agreement to amendments or supplements to the Registration Statement, the General Disclosure Package or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder), which is or is deemed to be incorporated by reference in reliance upon exemptions therefromthe Registration Statement, the General Disclosure Package or the Prospectus, as the case may be. Pursuant Any reference herein to the terms of Registration Statement, the Securities and General Disclosure Package, the IndentureProspectus or any Permitted Free Writing Prospectus (as defined below) shall, investors who acquire Securities shall unless otherwise stated, be deemed to have agreed that Securities may only be resold or otherwise transferred, after refer to and include the date hereofdocuments, if such Securities are registered for sale under the Securities Act any, incorporated, or if an exemption from the registration requirements deemed to be incorporated, by reference therein. For purposes of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurethis Agreement:
Appears in 1 contract
Introductory. Copano EnergyCHS/Community Health Systems, L.L.C.Inc., a Delaware limited liability company corporation (the “Company”), and Copano Energy Finance Corporationa wholly owned subsidiary of Community Health Systems, Inc., a Delaware corporation (“▇▇▇▇▇Holdings”), propose agrees with the several underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of Underwriters $300,000,000 aggregate 2,200,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 6.250% Senior Secured Notes due 2018 2023 (the “NotesOffered Securities”). The Company and ▇▇▇▇▇ are referred ) as set forth below, all to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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 the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreementindenture, to be dated as of the Closing Date (the “Registration Rights AgreementBase Indenture”), 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 certain 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 and ▇▇▇▇▇ and another set of guarantees of the GuarantorsRegions Bank, each respectively with terms substantially identical to the Notes an Alabama banking corporation, as trustee (the “Exchange NotesTrustee”), as supplemented by a first supplemental indenture, to be dated as of the Closing Date (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantors (as defined below) and the Guarantees Trustee. The Offered Securities will be (i) unconditionally guaranteed as to the payment of principal and interest by Holdings and each of the Company’s existing subsidiaries listed on Schedule B hereto and certain subsequently acquired or organized subsidiaries (collectively, the “Exchange Guarantees”) to be offered in exchange for the Notes Guarantors” and the Guarantees (such guarantees, the “Exchange OfferGuarantees”) and (ii) to the extent required secured by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 security interest granted on a first priority basis in certain of the Securities Act relating to Company’s and the resale by certain holders of the Notes, Guarantors’ existing and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Additional Interest (future assets as defined more fully described in the Indenture), if any, security agreements and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors other similar agreements listed on Schedule A attached E hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “GuaranteesSecurity Documents”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the offering, issuance and sale of the Offered Securities, the Company has prepared and delivered to each Initial Purchaser copies of made a Preliminary Offering Memorandum, dated May 12, 2008 cash tender offer (the “Preliminary Offering MemorandumTender Offer”), ) for any and has prepared and delivered to each Initial Purchaser copies all of a Pricing Supplement, dated May 13, 2008 its outstanding 5.125% Senior Secured Notes due 2018 (the “Pricing Supplement2018 Secured Notes”) on the terms and subject to the conditions, including, among other things, the consummation of the offer and sale of the Offered Securities, set forth in the Company’s Offer to Purchase dated March 2, 2017. Concurrently with the Tender Offer, the Trustee, at the direction of the Company, has delivered to the holders of the 2018 Secured Notes a notice of redemption of any and all 2018 Secured Notes on March 2, 2017, conditioned upon the offer and sale of the Offered Securities (the “Conditional Redemption”), 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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure.
Appears in 1 contract
Sources: Underwriting Agreement (Community Health Systems Inc)
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance CorporationFund America Investors Corporation II, a Delaware corporation (“▇▇▇▇▇”the "Company"), propose proposes, subject to the terms and conditions stated herein, to cause FAIC II Issuer Trust 2000-1 (the "Trust") to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 1,986,400 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 variable rate Class F, Asset Backed Notes, Series 2000-1 (the “"Class F Notes”). The Company ") and ▇▇▇▇▇ are referred to collectively as $764,000 aggregate principal amount of variable rate Class S, Asset Backed Notes, Series 2000-1 (the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation "Class S Notes," and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection together with the offering and sale of the Class F 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) and U.S. Bank National Association, as trustee (the “Trustee”"Notes"). The Notes will be issued only in book-entry form in pursuant to the name Terms Indenture dated as of Cede & Co.January 20, as nominee of The Depository 2000 (together with the Standard Indenture Provisions incorporated by reference therein, the "Indenture") between the Trust and State Street Bank and Trust Company (the “Depositary”"Note Trustee"). through certificate issued by Fred▇▇▇ ▇▇▇, which security is pledged to secure the Notes under the Indenture. The assets of the Trust will include, among other things, (i) pursuant to a letter of representations, seven REMIC securities guaranteed by either Fann▇▇ ▇▇▇ or Fred▇▇▇ ▇▇▇ to be dated conveyed to the Trust on or before the Closing Date (the “DTC Agreement”"Agency Securities"), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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) amounts in the Note Collection Account, the Interest Reserve Account, the Expense Account and the Trust Agreement Collection Account, (iii) the rights of the Trust under the Deposit Agreement and the Issuer Trust Agreement and (iv) all proceeds of the foregoing. The Agency Securities will be contributed to the extent required Trust by the Registration Rights Company. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture or, if not defined therein, in the Issuer Trust 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes Company and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance Trust hereby agree with the terms of the Indenture, and their respective successors and assigns (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees you (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to "Underwriter") as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Underwriting Agreement (Fund America Investors Corp Ii)
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (a) Compagnie Générale de Géophysique (the “Company”), a société anonyme incorporated under the laws of France and Copano Energy Finance Corporation, a Delaware corporation registered at the Evry Commercial Registry under Number B 969 202 241 (“▇▇▇▇▇”69B00224), propose proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 ) U.S.$165,000,000 in aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 71/2% Senior Notes due 2018 2015 (the “Notes” or “Securities”). The Company and ▇▇▇▇▇ are referred ) to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture under the indenture, dated 28 April 2005 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank JPMorganChase Bank, National Association, as trustee (the “Trustee”). The , such Notes will be representing a single series of securities with and having the same terms and conditions as, the U.S.$165,000,000 aggregate principal amount of the 71/2% Senior Notes due 2015 issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company on 28 April 2002 (the “DepositaryInitial Securities”).
(b) The Securities may be sold by the Purchasers pursuant to Regulation S (“Regulation S”) pursuant to a letter under the U.S. Securities Act of representations1933, to be dated on or before the Closing Date as amended (the “DTC AgreementSecurities Act”) to investors outside of the United States of America and pursuant to Rule 144A (“Rule 144A”) under the Securities Act to qualified institutional buyers in the United States of America.
(c) Application has been made to list the Notes on the Euro MTF Market of the Luxembourg Stock Exchange. The Company’s obligations under the Securities, including the due and punctual payment of interest on the offered Securities, shall be unconditionally guaranteed pursuant to the Indenture (each a “Guarantee", and collectively, the “Guarantees”) on a senior basis by each of the Company’s subsidiaries indicated as Guarantors on Schedule B hereto (together, the “Guarantors”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes Securities will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of the Closing Date date hereof among the Company and the Purchasers (the “Registration Rights Agreement”), among ) in substantially the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasersform of Exhibit A hereto, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree Company agrees to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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/Shelf Registration Statement”) 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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 exchange of a new series of 71/2% Senior Notes due 2015 of the Company and the guarantees of the new series of 71/2% Senior Notes due 2015 of the Company (such notes and guarantees of such notes, the “Exchange Securities”) for the Securities and/or the resale of the Securities under the Securities Act of 1933 (as amended, Act. Capitalised terms not otherwise defined herein shall have the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), meaning ascribed to such terms 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection The Company hereby agrees with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial several Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Introductory. Copano Energy, L.L.C.iStar Inc., a Delaware limited liability company Maryland corporation (the “Company”), and Copano Energy Finance Corporationconfirms its agreement with BofA Securities, a Delaware corporation Inc. (“▇▇▇▇▇BofAS”) and the other several underwriters named in Schedule A hereto (collectively, the “Underwriters”), propose to issue and sell with respect to the several Initial Purchasers named below (sale by the “Initial Purchasers”)Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth on in such Schedule B attached hereto A of $300,000,000 400,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.755.500% Senior Notes due 2018 2026 (the “NotesSecurities”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have BofAS 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 (the “Indenture”), to be dated as of February 5, 2001, between the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) Company and U.S. Bank National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Thirty-fifth Supplemental Indenture, to be dated as of September 1, 2020, between the Company and the Trustee relating to the Securities (such supplemental indenture, the “Supplemental 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 “Depositary”) 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 Guarantors, the Trustee 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 This Agreement”), among the Company, ▇▇▇▇▇, the Guarantors Securities and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) Indenture are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time of SaleTransaction Documents.”). 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure
Appears in 1 contract
Sources: Underwriting Agreement (Istar Inc.)
Introductory. Copano EnergyCHS/Community Health Systems, L.L.C.Inc., a Delaware limited liability company corporation (the “Company”), and Copano Energy Finance Corporationa wholly owned subsidiary of Community Health Systems, Inc., a Delaware corporation (“▇▇▇▇▇Holdings”), propose agrees with the several underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Initial Purchasers named below Underwriters $900,000,000 principal amount of its 6.250% Senior Secured Notes due 2023 (“Offered Securities”) as set forth below, all to be issued under an indenture, dated as of March 16, 2017 (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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 below) and U.S. Bank National AssociationRegions Bank, an Alabama banking corporation, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee supplemented by the first supplemental indenture, dated as of The Depository Trust Company March 16, 2017 (the “DepositaryFirst Supplemental Indenture”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreementsecond supplemental indenture, to be dated as of the Closing Date (the “Registration Rights AgreementSecond Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), 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 certain circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating and the Trustee. The Offered Securities will be (i) unconditionally guaranteed as to another series the payment of debt securities principal and interest by Holdings and each of the Company Company’s existing subsidiaries listed on Schedule B hereto and ▇▇▇▇▇ and another set of guarantees of the Guarantorscertain subsequently acquired or organized subsidiaries (collectively, each respectively with terms substantially identical to the Notes (the “Exchange Notes”) Guarantors” and the Guarantees (such guarantees, the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees (the “Exchange Offer”) and (ii) to the extent required secured by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 security interest granted on a first priority basis in certain of the Securities Act relating to Company’s and the resale by certain holders of the Notes, Guarantors’ existing and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Additional Interest (future assets as defined more fully described in the Indenture), if any, security agreements and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors other similar agreements listed on Schedule A attached E hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “GuaranteesSecurity Documents”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure
Appears in 1 contract
Sources: Underwriting Agreement (Community Health Systems Inc)
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Intersil Corporation, a Delaware corporation (“▇▇▇▇▇”the "Company") and Intersil Holding Corporation, a Delaware corporation ("Intersil Holding" and, together with the Company, the "Issuers"), propose propose, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “"Initial Purchasers”") 200,000 units (the "Units"), acting severally each Unit consisting of one of the Company's 13 1/4% Senior Subordinated Notes Due 2009 in a principal amount of $1,000 (the "Notes") and not jointlyone 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 respective amounts set forth Company's subsidiaries listed on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”"Subsidiary Guarantors" and, together with Intersil Holding, the "Guarantors"). The Company Notes will also be guaranteed by each existing and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale subsequently organized domestic subsidiary of the Notes. The Securities Company that becomes a guarantor pursuant to 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) and U.S. Bank National Association, as trustee (the “Trustee”defined). The Notes will be issued only in book-entry form in the name under an indenture dated as of Cede & Co.August 13, as nominee of The Depository Trust Company 1999 (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”"Indenture"), among the Company, ▇▇▇▇▇the Guarantors and United States Trust Company of New York, as trustee (the Guarantors, the Trustee and the Depositary"Trustee"). The holders of the Notes Warrants will be entitled to the benefits of issued under a registration rights agreement, to be warrant agreement dated as of the Closing Date August 13, 1999 (the “Registration Rights "Warrant Agreement”"), among the Companybetween Intersil Holding and United States Trust Company of New York, ▇▇▇▇▇, 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 certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the Notes warrant agent (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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “Guarantees”"Warrant Agent"). The Notes and the Guarantees attached thereto Guaranties are herein collectively together referred to as the “Securities,” and "Offered Notes". The Units, the Exchange Offered Notes and the Exchange Guarantees attached thereto Warrants are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time of Sale”)"Offered Securities". 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 United States 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure"Securities Act". Pursuant to the Master Transaction Agreement dated June 2, 1999 (the "Master Transaction Agreement") among ▇▇▇▇▇▇ Corporation ("▇▇▇▇▇▇"), Intersil Holding and the Company, the following transactions (collectively, the "Transactions") will occur concurrently with the consummation of the offering of the Units (the "Offering"): (i) ▇▇▇▇▇▇ will transfer to the Company and Intersil Holding selected portions of the assets and certain of the liabilities of the ▇▇▇▇▇▇ 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) ▇▇▇▇▇▇ will pay about
Appears in 1 contract
Sources: Purchase Agreement (Intersil Corp)
Introductory. Copano EnergyPPL Capital Funding, L.L.C.Inc., a Delaware limited liability company corporation (the “Company”), and Copano Energy Finance a subsidiary of PPL Corporation, a Delaware Pennsylvania corporation (the “▇▇▇▇▇Guarantor”), propose proposes to issue and sell to sell, and the several Initial Purchasers Underwriters named below in Section 3 hereof (the “Initial PurchasersUnderwriters”), for whom you are acting as representatives (the “Representatives”) propose, severally and not jointly, to purchase, upon the respective amounts terms and conditions set forth on Schedule B attached hereto of herein, $300,000,000 500,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior 2007 Series A Junior Subordinated Notes due 2018 2067 (the “Notes”). The Company and ▇▇▇▇▇ are referred ) to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “under a Subordinated Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof)March 1, 2007, among the Company, ▇▇▇▇▇, the Guarantors (as defined below) Guarantor and U.S. The Bank National Associationof New York, as trustee thereunder (the “Trustee”), as supplemented by Supplemental Indenture No. 1 thereto relating to the Notes, dated as of March 1, 2007 (“Supplemental Indenture No. 1”) (as so supplemented, 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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed as to payment of principal, interest and any premium by the Guarantor on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary subordinated basis pursuant to guarantees of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees Guarantor (the “Guarantees”). The Notes Company and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered Guarantor have filed with the Securities and Exchange Commission (the “Commission”) a joint automatic shelf registration statement on Form S-3 (Nos. 333-132574 and 333-132574-02), including the related preliminary prospectus or prospectuses, which registration statement became effective upon filing under the Securities Act Rule 462(e) (“Rule 462(e)”) of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder(the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Notes and the Guarantees under the Securities Act. Promptly after the date of this Agreement, the Company and the Guarantor will prepare and file a prospectus in reliance upon exemptions therefrom. Pursuant to accordance with the terms provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Notes that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company, the Guarantor and the IndentureRepresentatives) is herein called a “preliminary prospectus.” Such registration statement, investors who acquire at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Notes, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to have agreed that Securities may only include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“E▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be resold deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise transferreddeemed by the Securities Act Regulations to be a part of or included in the Registration Statement, after any preliminary prospectus or the date hereofProspectus, if such Securities are registered for sale as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Exchange Act”) which is incorporated by reference in or if an exemption from the registration requirements of otherwise deemed by the Securities Act is available (including Regulations to be a part of or included in the exemptions afforded by Rule 144A under Registration Statement, such preliminary prospectus or the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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 MemorandumProspectus, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurecase may be.
Appears in 1 contract
Sources: Underwriting Agreement (PPL Corp)
Introductory. Copano Energy, L.L.C., a Delaware limited liability company Onyx Acceptance Financial Corporation (the “"Company”), and Copano Energy Finance Corporation, a Delaware corporation ") proposes to cause Onyx Acceptance Grantor Trust 1997-1 (“▇▇▇▇▇”), propose the "Trust") to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇▇▇orporated (the "Underwriter") ____% Auto Loan Pass-Through Certificates, Inc. have agreed to act as Series 1996-4 (the several Initial Purchasers in connection with the offering and sale of the Notes"Certificates"). The Securities (as defined below) Certificates will be issued pursuant to an indenture a Pooling and Servicing Agreement between the Company, as Seller, Onyx Acceptance Corporation as Servicer (the “Indenture”"Servicer" or "Onyx"), to be Bankers Trust Company as Trustee (the "Trustee"), dated as of March __, 1997 (the Closing Date "Pooling and Servicing Agreement"). Pursuant to an insurance and reimbursement agreement (as defined in Section 2 hereof), the "Insurance Agreement") among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the GuarantorsOnyx Acceptance Corporation, the Trustee and Capital Markets Assurance Corporation ("the Depositary. The holders Insurer"), the Insurer has issued its surety bond (the "Surety Bond") to the Trustee for the benefit of the Notes Certificateholders guaranteeing timely payment of interest and principal on the Certificates. In addition, Onyx will be entitled to the benefits of enter into a registration rights agreement, to be yield supplement agreement dated as of March ___, 1997 with the Closing Date Company (the “Registration Rights "Yield Supplement Agreement”)") which will assign it to the Trust. The assets of the Trust will include, 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 certain circumstances set forth thereinother things, (i) a registration statement under pool (the Securities Act 2 "Contract Pool") of fixed rate Rule of 78's and Simple Interest Method motor vehicle retail installment sales contracts (the "Contracts") secured by new and used automobiles and light-duty trucks (the "Initial Financed Vehicles"), certain monies due or to become due thereunder on or after the Cutoff Date (as defined belowhereinafter defined), such Contracts to be sold to the Trust by the Seller and serviced by the Servicer, (ii) relating the Surety Bond, (iii) security interests in the Financed Vehicles and the rights to another series of debt securities receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual obligors under each related Contract and the right to proceeds under a blanket insurance policy, (iv) all amounts on deposit in the Collection Account, (v) the right of the Company to cause Onyx to repurchase certain Contracts under certain circumstances and ▇▇▇▇▇ and another set of guarantees (vi) all proceeds of the Guarantors, each respectively with terms substantially identical foregoing. The Certificates will be issued in an aggregate principal amount of $___________ which is equal to the Notes sum of the Original Pool Balance of the Contracts and the amount on deposit in the Pre-Funding Account as of the opening of business on March __, 1997 (the “Exchange Notes”) "Cutoff Date"). Capitalized terms used herein and not otherwise herein defined shall have the Guarantees (meanings assigned to such terms in the “Exchange Guarantees”) to be offered in exchange for the Notes Pooling and the Guarantees (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Servicing 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance hereby agrees with the terms of the Indenture, and their respective successors and assigns (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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 termUnderwriter, 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Underwriting Agreement (Onyx Acceptance Financial Corp)
Introductory. Copano Energy, L.L.C.Concentra Operating Corporation, a Delaware limited liability company Nevada corporation (the “Company”), proposes, subject to the terms and Copano Energy Finance Corporationconditions stated herein, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of ) $300,000,000 aggregate 150,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 9 1/2% Senior Subordinated Notes due 2018 2010 (the “NotesOffered Securities”). The Company and ▇▇▇▇▇ are referred ) to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture to be dated as of August 13, 2003 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. The Bank National Associationof 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 (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC AgreementSecurities Act”), among and hereby agrees with the several Purchasers as follows: The Company’s obligations under the Offered Securities, including the due and punctual payment of interest on the Offered Securities, shall be unconditionally guaranteed (each, a “Guarantee” and, collectively, the “Guarantees”) on a senior subordinated basis by each of the Company, ▇▇▇▇▇’s domestic subsidiaries listed on Schedule B hereto (together, the “Guarantors, the Trustee and the Depositary”). The holders of the Notes Offered Securities will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of the Closing Date (as defined below) among the Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), among in substantially the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasersform of Exhibit A hereto, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree Company agrees to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) registering the resale of the Offered Securities under the Securities Act Act. Concurrently with the consummation of 1933 the issue and sale of the Offered Securities as set forth in this Agreement, the Company and certain of its subsidiaries will enter into a credit agreement (as amendedthe “Credit Agreement”) that will provide for a new revolving loan facility and a new term loan facility (together, 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”) and Regulation S under the Securities Act (“Regulation SFacilities”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure.
Appears in 1 contract
Introductory. Copano Energy, L.L.C.Prologis Euro Finance LLC, a Delaware limited liability company (the “CompanyIssuer”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers underwriters named below in Schedule A hereto (the “Initial Purchasers”Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth on in Schedule B attached A hereto of $300,000,000 €750,000,000 aggregate principal amount of the CompanyIssuer’s and ▇▇▇▇▇’▇ 7.754.625% Senior Notes due 2018 2033 (the “NotesDebt Securities”). The Company BNP Paribas, Crédit Agricole Corporate and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLCInvestment Bank, ▇.ING Bank N.V. and J.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. plc have agreed to act as lead managers of the several Initial Purchasers Underwriters (in such capacity, the “Lead Managers”) 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)August 1, among the Company, ▇▇▇▇▇, the Guarantors 2018 (as defined below) (the “Base Indenture”), among the Issuer, Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the “Transaction Parties”), and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of August 1, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Notes Securities will be issued only in book-entry form and registered in the name of Cede & Co.a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as nominee operator of The Depository Trust Company the Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “Depositary”) pursuant to a letter of representationsGuarantees” and, to be dated on or before together with the Closing Date (Debt Securities, the “DTC AgreementSecurities”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders to each holder 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain circumstances set forth thereinDebt Securities, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities full and prompt payment of the Company principal of and ▇▇▇▇▇ any premium, if any, on any Debt Securities when and another set of guarantees of as the Guarantorssame shall become due, each respectively with terms substantially identical to whether at 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”) maturity thereof, by acceleration, redemption or otherwise 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, full and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The prompt payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and any interest on the Notes any Debt Securities when and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes same shall become due and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securitiespayable.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure
Appears in 1 contract
Introductory. Copano EnergyRed Mountain Resources, L.L.C.Inc., a Delaware limited liability company Florida corporation (the “Company”), proposes, subject to the terms and Copano Energy Finance Corporation, a Delaware corporation conditions of this Underwriting Agreement (this “▇▇▇▇▇Agreement”), propose to issue and sell to the several Initial Purchasers public and to certain noteholders in cancellation of up to $4.3 million of indebtedness through the Underwriters named below in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointlyon a best efforts basis, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 up to 500,000 units (the “NotesUnits”), consisting of up to an aggregate of (i) 500,000 shares of its 10% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share (the “Shares”), and (ii) 500,000 warrants to purchase up to 12,500,000 shares of common stock of the Company (the “Warrants”). The Company Units will not be issued. Rather, the Shares and ▇▇▇▇▇ Warrants will immediately separate and will be issued separately. The Units, Shares and Warrants are collectively referred to collectively as the “IssuersSecurities.” Banc The Warrants will be issued pursuant to the terms of America Securities LLCa Warrant Agreement (the “Warrant Agreement”) to be entered into by and between the Company and Broadridge Corporate Issuer Solutions, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities as warrant agent. Global Hunter Securities, LLC (USA“Global Hunter”) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have has agreed to act as representative of the several Initial Purchasers Underwriters (in such capacity, the “Representative”) 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) Company has prepared and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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 shelf registration statement on Form S-3 (File No. 333-186076), which contains a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933 (1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” which term, as used herein, includes and from and after the rules date and regulations time of filing of the Commission promulgated thereunder)Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated June 24, in reliance upon exemptions therefrom. Pursuant to the terms of 2013 describing the Securities and the Indentureoffering thereof, investors who acquire Securities shall be deemed together with the Base Prospectus, is called the “Initial Prospectus,” and the Initial Prospectus and any other preliminary prospectus supplement to have agreed the Base Prospectus that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under describes the Securities Act or if an exemption from and the registration requirements offering of the Securities Act Units and is available used prior to the filing of the Prospectus (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”as defined below)). In connection , together with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing SupplementBase Prospectus, is herein referred to as the called a “Pricing Disclosurepreliminary prospectus.”
Appears in 1 contract
Sources: Underwriting Agreement (Red Mountain Resources, Inc.)
Introductory. Copano Energy, L.L.C.Ecolab Inc., a Delaware limited liability company corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation agrees with the several initial purchasers named in Schedule I hereto (the “▇▇▇▇▇Purchasers”), propose for whom you are acting as representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers named below $300,000,000 2.750% Notes Due 2055 (the “Initial PurchasersOffered Securities”) to be issued under the Indenture, dated as of January 12, 2015 (the “Base Indenture”), acting severally and not jointly, between the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLCFargo Bank, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to amended by a letter of representationsTenth Supplemental Indenture, to be dated on or before as of August 18, 2021, between the Closing Date Company and the Trustee (the “DTC AgreementSupplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes Offered Securities will be entitled to the benefits of a registration rights agreement, to be agreement 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 Company may be required to file with the Commission (as defined below), under certain the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another other series of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the Notes Offered Securities (the “Exchange Notes”) and the Guarantees (the “Exchange GuaranteesSecurities”) to be offered in exchange for the Notes and the Guarantees Offered Securities (the “Registered Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of under the Securities Act relating to the resale by certain holders of the NotesOffered Securities, and in each case, to use its commercially reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Additional Interest (as defined in All references herein to the Indenture), if any, and interest on the Notes Exchange Securities and the Registered Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of Offer are only applicable if the Company formed or acquired after is in fact required to consummate the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), Registered Exchange Offer 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”))Registration Rights Agreement. In connection The Company hereby agrees with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial several Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Purchase Agreement (Ecolab Inc.)
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance AK Steel Corporation, a Delaware corporation (“▇▇▇▇▇Company”) and AK Steel Holding Corporation (the “Guarantor” or “Parent”), propose agree with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Initial Purchasers named below Underwriters $150,000,000 principal amount (“Firm Securities”) of its 5.00% Exchangeable Senior Notes due 2019 (“Securities”) and also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than $22,500,000 additional principal amount (“Optional Securities”) of its Securities as set forth below, all to be issued under a base indenture, dated as of May 11, 2010 (the “Initial PurchasersBase Indenture”), acting severally and not jointlyas supplemented by a supplemental indenture, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount dated as of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 First Closing Date (the “NotesSupplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor and U.S. Bank National Association, as Trustee. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The Offered Securities will be guaranteed on an unsecured senior basis by the Guarantor (such guarantee, the “Guarantee”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc hereby confirms its engagement of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) as, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby confirms its agreement with the Company to render services as, the “qualified independent underwriter,” within the meaning of Rule 5121(f)(12) of the Financial Industry Regulatory Authority, Inc. have agreed (“FINRA”) with respect to act as the several Initial Purchasers in connection with the offering and sale of the NotesOffered Securities. 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) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only solely 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, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to capacity as the “Guarantors”)qualified independent underwriter and not otherwise, 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time of SaleQIU.”). 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure
Appears in 1 contract
Introductory. Copano EnergyNew Enterprise Stone & Lime Co., L.L.C.Inc., a Delaware limited liability company corporation (the “Company”), proposes to issue and Copano Energy Finance Corporationsell to ▇▇▇▇▇▇▇ Lynch, a Delaware corporation Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), propose to issue ) and sell to the other several Initial Purchasers named below in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 265,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.7513% Senior Secured Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have ▇ 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 March 15, 2012 (the “Indenture”), as may be amended or supplemented from time to be dated as of the Closing Date (as defined in Section 2 hereof)time, among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”) and as collateral trustee (the “Notes Collateral Agent”). The Notes will be issued only 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, 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 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 March 15, 2012 (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial PurchasersRepresentative, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree may be required to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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. 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 and Additional Interest (as defined in the Indenture)premium, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured secured basis, jointly and severally, by (i) the guarantors entities listed on Schedule A attached hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, signature pages hereof as “Guarantors” and their respective successors and assigns (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers On the Closing Date (as defined below), the Company and the Guarantors are referred to collectively as will enter into an asset-based revolving credit facility (the “Copano Parties.” The Copano Parties (excluding ABL Facility”; the Company)credit agreement governing the ABL Facility, together with ▇▇▇▇/▇▇▇▇▇ Gatherersany other documents, a Texas general partnership (agreements or instruments delivered in connection therewith, the “▇▇▇▇/▇▇▇▇▇ABL Facility Documentation”), Southern Dome L.L.C., a Delaware limited liability company . As described in the Pricing Disclosure Package (“Southern Dome”as defined below) and the Final Memorandum (as defined below), Bighorn Gas Gathering L.L.C.proceeds from the issuance and sale of the Securities and borrowing under the ABL Facility shall be used to repay certain of the Company’s existing indebtedness (the “Refinancing”) and pay related fees and expenses. The Securities will be secured, subject to permitted liens (as described in the Pricing Disclosure Package), on a Delaware limited liability company first-priority basis by liens on the Notes Collateral (as described in the Pricing Disclosure Package) and on a second-priority basis by liens on the ABL Collateral (as defined in the Offering Memorandum), and documented by a security agreement, dated as of the Closing Date (the “BighornSecurity Agreement”), and Fort Union Gas Gatheringother instruments evidencing or creating a security interest (collectively, L.L.C.with the Intercreditor Agreement referred to below, a Delaware limited liability company the “Security Documents”) in favor of the Notes Collateral Agent, for its benefit and the benefit of the Trustee and the holders of the Notes.The Notes Collateral and the ABL Collateral shall be referred to herein as the “Collateral”.The liens on the Collateral securing the Notes will be subject to an Intercreditor Agreement, dated as of the Closing Date (the “Fort UnionIntercreditor Agreement”), by and between the Notes Collateral Agent and the ABL Agent (as defined in the Pricing Disclosure Package), and acknowledged by the Company and the Guarantors. The issuance of the Securities, the Exchange Offer, the execution and delivery of the ABL Facility Documentation and any borrowings made on the Closing Date under any ABL Facility, the repayment of certain outstanding indebtedness, the payment of all fees and expenses related to the foregoing and certain other transactions and events described in the Pricing Disclosure Package shall be referred to herein as the “Transactions.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Notes, the Security Documents, the ABL Facility Documentation and the Indenture (including any supplement thereto) are referred to collectively herein as the “Subsidiaries”. Transaction Documents.” The Issuers and the Guarantors understand 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 herein 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12February 29, 2008 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13March 1, 2008 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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Company hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement (New Enterprise Stone & Lime Co., Inc.)
Introductory. Copano EnergyPly Gem Industries, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance CorporationInc., a Delaware corporation (the “▇▇▇▇▇Issuer”)) proposes, propose subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers purchasers named below in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of ) U.S. $300,000,000 aggregate 150,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% its 13⅛% Senior Subordinated Notes due 2018 2014 (the “NotesOffered Securities”). The Company and ▇▇▇▇▇ are referred ) to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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 the Closing Date (as defined in Section 2 hereofherein), among the Company, ▇▇▇▇▇Issuer, the Subsidiary Guarantors (as defined belowhereinafter defined), Ply Gem Holdings, Inc. (“Holdings”) and U.S. US Bank National Association, as trustee (the “Trustee”). The Notes Offered Securities will be issued only in book-entry form in offered and sold to the name Initial Purchasers pursuant to an exemption from the registration requirements of Cede & Co.the United States Securities Act of 1933, as nominee of The Depository Trust Company amended (the “DepositarySecurities Act”) pursuant to a letter of representations, to ). The Offered Securities will be dated on or before the Closing Date unconditionally guaranteed (the “DTC AgreementGuarantees”) on a senior subordinated unsecured basis by Holdings and the Issuer’s subsidiaries listed as such on Schedule B hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”). As of the date hereof, among $360.0 million in aggregate principal amount of the Company, Issuer’s 9% senior subordinated notes due 2012 (the “9% Notes”) are outstanding. C▇▇▇▇▇-▇▇▇▇▇▇ (Ply Gem) III, L.P. and C▇▇▇▇▇-▇▇▇▇▇▇ (Ply Gem) IV, L.P. (together, the Guarantors“CI Noteholders”), which are affiliates of CI Capital Partners LLC, formerly known as C▇▇▇▇▇-▇▇▇▇▇▇ Capital LLC, own approximately $281.3 million in aggregate principal amount of the 9% Notes. Through a series of transactions, prior to the consummation of the offering, the Trustee and CI Noteholders will cause the Depositary. The holders transfer of approximately $218.8 million in aggregate principal amount of the 9% Notes will be entitled held by them to affiliates of, and affiliates of companies managed by, CI Capital Partners LLC, who are the benefits of a registration rights agreementIssuer’s indirect stockholders and ultimately to Ply Gem Prime Holdings, Inc. (“Ply Gem Prime”), the Issuer’s indirect parent company. Pursuant to an escrow agreement (the “Escrow Agreement”) to be dated as of entered into on the Closing Date among Ply Gem Prime, Holdings, the Issuer and U.S. Bank National Association, as escrow agent, Ply Gem Prime will cause the 9% Notes that it will hold to be transferred to an escrow account pending the completion of the Note Transfer (as defined below) and the Note Contribution (as defined below). Under the Escrow Agreement, prior to February 16, 2010, (i) Ply Gem Prime will agree to transfer approximately $218.8 million in aggregate principal amount of the 9% Notes to Holdings (the “Note Transfer”), (ii) Holdings will agree to then transfer such 9% Notes to the Issuer for no consideration as a contribution to the common equity of the Issuer and to cause such 9% Notes to be canceled by the trustee of the 9% Notes (the “Note Contribution”) and (iii) following the Note Contribution, the escrow agent will deliver such 9% Notes to the trustee of the 9% Notes for cancellation. The Issuer shall redeem on or shortly after February 16, 2010 (the “Redemption Date”), approximately $141.2 million in aggregate principal amount of the remaining outstanding 9% Notes (including approximately $62.5 million of the 9% Notes held by the CI Noteholders) at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the Redemption Date (the “Redemption”). On the Closing Date, the Issuer will cause the trustee of the 9% Notes to issue a redemption notice for the 9% Notes and will irrevocably deposit with the trustee for the 9% Notes an amount sufficient to redeem the remaining 9% Notes on the Redemption Date. The Initial Purchasers have advised the Issuer that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this “Agreement”) has been executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Preliminary Offering Memorandum (as defined below) and Final Offering Memorandum (as defined below), as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulation S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇Issuer, the Guarantors and the Initial Purchasers, pursuant to which be dated the CompanyClosing Date (as defined herein), ▇▇▇▇▇ substantially in the form attached hereto as Exhibit E, 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 Issuer and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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 a) 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”) 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 Regulation S registered under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering MemorandumExchange Securities”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 be offered in exchange for the 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, as supplemented by the Pricing Supplement, is herein exchange being referred to as the “Pricing DisclosureExchange Offer”) and (b) if necessary under the Registration Rights Agreement, 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, (ii) 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 (iii) to use its commercially reasonable efforts to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to collectively as the “Securities.” This Agreement, the Guarantees, the Offered Securities, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Operative Documents.” The issuance and sale of the Offered Securities, the issuance of the Guarantees, the use of proceeds therefrom described in the General Disclosure Package (as defined herein) and Final Offering Memorandum, the Note Transfer, the Note Contribution and the Redemption are collectively referred to as the “Transactions.” The Issuer and each of the Guarantors hereby agree with the several Initial Purchasers as follows:
Appears in 1 contract
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇Incorporated, a Delaware corporation (the “Company”), agrees with Credit Suisse Securities (USA) LLC and UBS Securities LLC (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to the Purchasers U.S.$200,000,000 principal amount of its 9.750% Senior Notes due 2018 (“Offered Securities”) to be issued under an indenture, dated as of the Closing Date (the “Indenture”), among the Company, the Guarantors (as defined below) and Wilmington Trust FSB, as Trustee. The Offered Securities will be unconditionally guaranteed as to the payment of principal and interest initially by each domestic subsidiary of the Company listed on the signature pages of this Agreement (the “Initial Guarantors” and such guarantees, the “Guarantees”). The holders 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 Guarantors and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company and the Guarantors agree to file a registration statement with the Commission registering the resale of the Offered Securities and the related Guarantees under the Securities Act. The Securities are being offered and sold by the Company and the Guarantors in connection with the acquisition of ▇▇▇▇▇▇▇, Inc. have agreed (the “Acquisition”) pursuant to act that certain agreement and plan of merger, dated as of April 3, 2011, among ▇▇▇▇▇▇▇, Inc. (the several Initial Purchasers in “Target”), DLBMS, Inc. and the Company. In connection with the offering and sale of Acquisition (i) the Notes. The Securities (as defined below) Company will be issued pursuant to an indenture enter into a credit facility (the credit agreement governing the credit facility together with all other documents related to such facility, the “IndentureCredit Documents”)) with UBS AG, to be Stamford Branch, as administrative agent and the lenders party thereto, for a new term loan of $190,000,000 and a new revolving credit facility of $60,000,000 (together, the “Credit Facilities”) and (ii) the Company will repay any outstanding indebtedness under the Company’s existing amended and restated credit agreement originally dated as of June 26, 2009 with Bank of America, N.A., as administrative agent and the Closing Date (lenders party thereto, and the Target’s existing amended and restated credit facility, originally dated as defined in Section 2 hereof)of December 22, 2008, by and among the Company▇▇▇▇▇▇▇, Inc., ▇▇▇▇▇, the Guarantors (as defined below) ▇▇ Electronics Inc. and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇▇▇ Acquisition Company, Inc., U.S. Bank National Association as the agent and the lenders party thereto (together, the “Existing Credit Facilities”), each as described in the Pricing Disclosure Package. Immediately following the Acquisition, additional entities (the “Additional Guarantors” and together with the Initial Guarantors, the Trustee and the Depositary. The holders of the Notes “Guarantors”) will be entitled joined as parties to the benefits of this Agreement pursuant to a registration rights joinder agreement, to be dated the form of which is attached hereto as of the Closing Date Exhibit A (the “Registration Rights Joinder Agreement”), among . The Offered Securities will be sold to 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 certain circumstances set forth therein, (i) a registration statement Purchasers without being registered under the Securities Act (of 1933, as defined below) relating to another series of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the Notes amended (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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “GuarantorsAct”), 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand that the Initial Purchasers propose to make an offering Section 4(2) of the Securities on Act, for resale by the terms and Purchasers 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 herein as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered compliance 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 Regulation S under the Securities Act 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 144AQIBs”) in compliance with Rule 144A. As of the date of this Agreement each of the Company and Regulation S under each Initial Guarantor hereby agrees, and as of the Securities Act (“Regulation S”)). In connection Closing date, upon consummation of the Acquisition and the execution and delivery of the Joinder Agreement, each of the Company, each Initial Guarantor and each Additional Guarantor hereby agrees, with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Introductory. Copano Energy, L.L.C.Quanex Corporation, a Delaware limited liability company corporation (the “Company”), proposes, subject to the terms and Copano Energy Finance Corporationconditions stated herein, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 ) U.S.$100,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 2.50% Convertible Senior Notes Debentures due 2018 May 15, 2034 (the “NotesFirm Securities”). The Company ) and ▇▇▇▇▇ are referred also proposes to collectively as grant to the “Issuers.” Banc of America Securities LLCPurchasers an option, ▇.▇. ▇▇▇▇▇▇ Securities Inc., exercisable by Credit Suisse Securities First Boston LLC as set forth in Section 3 hereof to purchase an aggregate of up to an additional $25,000,000 aggregate principal amount (USA“Optional Securities”) LLCof its 2.50% Convertible Senior Debentures due May 15, Deutsche Bank Securities Inc.2034, RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed each to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture dated as of May 5, 2004 (the “Indenture”), to be dated as between the Company and Union Bank of the Closing Date (as defined in Section 2 hereof)California, among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National AssociationN.A., as trustee (Trustee. The Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the “TrusteeOffered Securities”). The Notes will be issued only in book-entry form in the name United States Securities Act of Cede & Co.1933, as nominee of The Depository Trust Company (amended, is herein referred to as the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. Securities Act.” The holders of the Notes Offered Securities will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of May 5, 2004, among the Closing Date Company and the Purchasers (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree Company agrees to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection The Company hereby agrees with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial several Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Purchase Agreement (Quanex Corp)
Introductory. Copano Energy, L.L.C.The First National Bank of Atlanta, a Delaware limited liability company national banking association (the “Company”"Bank" or the "Transferor"), has duly authorized the issuance and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose sale to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation Brothers Inc. and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Wachovia Securities, Inc. have agreed to act as representatives of the several Initial Purchasers in connection with underwriters (the offering and sale "Representatives") of $637,500,000 principal amount of Class A Floating Rate Asset Backed Certificates, Series 2000-1 (the Notes"Certificates") of Wachovia Credit Card Master Trust (the "Trust"). The Securities (as defined below) Certificates will be issued pursuant to (a) an indenture Amended and Restated Pooling and Servicing Agreement between the Bank, as Transferor and as Servicer, and The Bank of New York (Delaware), as Trustee, dated as of June 4, 1999 (the “Indenture”)"P&S Agreement") and (b) the Series 2000-1 Supplement to the P&S Agreement, to be dated as of August 1, 2000 (the Closing Date (as defined in Section 2 hereof"Supplement" and, together with the P&S Agreement, the "Pooling and Servicing Agreement"), between the Bank and the Trustee. The Transferor will enter into a Loan Agreement among the CompanyBank, ▇▇▇▇▇as Transferor and Servicer, the Guarantors (as defined below) and U.S. Bank National AssociationTrustee, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and as Collateral Agent, and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreementAgent and Collateral Investors identified therein, to be dated as of the Closing Date August 1, 2000 (the “Registration Rights "Loan Agreement”"), among . Each Certificate represents a specified percentage undivided interest in the Company, ▇▇▇▇▇Trust. This Underwriting Agreement shall hereinafter be referred to as this "Agreement." This Agreement, the Guarantors Pooling and Servicing Agreement and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) to Loan Agreement shall collectively hereinafter 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees ("Basic Documents." Capitalized terms used but not defined herein have the “Guarantees”)meanings assigned in the Pooling and Servicing Agreement. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 Transferor hereby 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 herein 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 several Underwriters named in Schedule A hereto (the “Commission”"Underwriters") 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Underwriting Agreement (First National Bank of Atlanta)
Introductory. Copano Energy, L.L.C.iStar Inc., a Delaware limited liability company Maryland corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.confirms its agreement with J.▇. ▇▇▇▇▇▇ Securities Inc.LLC (“JPM”) and the other several underwriters named in Schedule A hereto (collectively, Credit Suisse Securities the “Underwriters”), 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 of $550,000,000 aggregate principal amount of the Company’s 4.250% Senior Notes due 2025 (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have the “Securities”). 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 (the “Indenture”), to be dated as of February 5, 2001, between the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) 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 Company and the Trustee relating to the Securities (such supplemental indenture, the “Supplemental 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 “Depositary”) 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 Guarantors, the Trustee 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 This Agreement”), among the Company, ▇▇▇▇▇, the Guarantors Securities and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) Indenture are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time of SaleTransaction Documents.”). 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure
Appears in 1 contract
Sources: Underwriting Agreement (Istar Inc.)
Introductory. Copano EnergyON Semiconductor Corporation, L.L.C.a Delaware corporation (the "COMPANY"), and Semiconductor Components Industries, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company ("SCI LLC," and together with the “Company”, the "ISSUERS"), propose, subject to the terms and Copano Energy Finance Corporationconditions stated herein, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate "PURCHASERS") U.S.$300,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75their 12% Senior Secured Notes due 2018 2008 ("OFFERED SECURITIES"), to be issued under an indenture, dated as of May 6, 2002 (the “Notes”"INDENTURE"). The , among the Issuers, the subsidiaries of the Company listed on the signature pages hereof, as guarantors (collectively, the "GUARANTORS") and ▇▇▇▇▇ are Fargo Bank Minnesota, National Association, as Trustee. The United States Securities Act of 1933 is herein referred to collectively as the “Issuers"SECURITIES ACT.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities " Holders (USAincluding subsequent transferees) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Offered Securities (as defined below) will be issued pursuant to an indenture have the registration rights set forth in the registration rights agreement (the “Indenture”"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 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 . Pursuant to the Company, ▇▇▇▇▇Registration Rights Agreement, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Issuers and the Guarantors will agree to file with the Securities and Exchange Commission (as defined below), the "COMMISSION") under certain the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined belowthe "EXCHANGE OFFER REGISTRATION STATEMENT") relating to another series of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of Issuers' 12% Senior Secured Notes in a like aggregate principal amount as the GuarantorsIssuers issued under the Indenture, each respectively with terms substantially identical in all material respects to the Notes Offered Securities and registered under the Securities Act (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) "EXCHANGE SECURITIES" ), to be offered in exchange for the Notes Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and the Guarantees (the “Exchange Offer”as defined below) thereof and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of 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 Notes, Offered Securities and in each case, to use its their reasonable best efforts to cause such registration statements Registration Statements to be declared effectiveand remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The payment of principal of, premium Offered Securities and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors Securities are referred to collectively as the “Copano Parties.” "SECURITIES". The Copano Parties Offered Securities and the guarantees of the Guarantors relating to the Offered Securities (excluding the "GUARANTEES") will be, on the Closing Date (as hereinafter defined) or within a commercially reasonable time thereafter, secured on a second-priority basis by certain collateral (the "COLLATERAL") as described in the Offering Circular, and as will be more fully described in and pursuant to the Intercreditor Agreement (the "INTERCREDITOR AGREEMENT"), a certain Pledge Agreement (the "PLEDGE AGREEMENT"), a certain Security Agreement (the "SECURITY AGREEMENT"), a certain Collateral Assignment (the "COLLATERAL ASSIGNMENT" ), a certain Mortgage with respect to the Company's Maricopa, Arizona facility (the "AZ MORTGAGE") and a certain Mortgage with respect to the Company's East Greenwich, Rhode Island facility (the "RI MORTGAGE," and together with the AZ Mortgage, the "MORTGAGES"), together with ▇▇▇▇/each to be dated the Closing Date (as hereinafter defined) and delivered to ▇▇▇▇▇ GatherersFargo Bank Minnesota, a Texas general partnership National Association, as collateral agent (“▇▇▇▇/▇▇▇▇▇”the "COLLATERAL AGENT"), Southern Dome L.L.C.granting a second-priority security interest on the Collateral for the benefit of the holders of the Offered Securities (collectively, a Delaware limited liability company the "SECURITY DOCUMENTS"). The offering of the Offered Securities is part of the refinancing transactions (“Southern Dome”"REFINANCING TRANSACTIONS") as described in the Offering Circular, pursuant to which an Amendment dated as of April 17, 2002 (the "CREDIT AGREEMENT AMENDMENT"), Bighorn Gas Gathering L.L.C.to the Credit Agreement, a Delaware limited liability company dated as of August 4, 1999, as amended and restated as of April 3, 2000 (“Bighorn”as further amended, supplemented or otherwise modified from time to time, and together with the Credit Agreement Amendment, the "CREDIT AGREEMENT"), has been entered into by the Issuers with certain syndicate lenders. Pursuant to the Credit Agreement and Fort Union Gas Gatheringthe Credit Agreement Amendment, L.L.C.which will become effective upon the closing of the sale of the Offered Securities pursuant to this Agreement, and the security documents relating thereto, such syndicate lenders and certain other lenders (collectively, the "BANK LENDERS") do or will hold a Delaware limited liability company (“Fort Union”), are referred to collectively as first-priority security interest in the “Subsidiaries”Collateral. The Each of the Issuers 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 hereby 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 herein 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 (several Purchasers 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Introductory. Copano EnergyE*TRADE Group, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance CorporationInc., a Delaware corporation (“▇▇▇▇▇”the "Company"), propose proposes to issue and sell to the several Initial Purchasers named below in Schedule A (the “"Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto ") an aggregate of $300,000,000 aggregate 500,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 6% Senior Convertible Subordinated Notes due 2018 2007 (the “Notes”"Firm Securities"). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional aggregate $150,000,000 principal amount of its 6% Convertible Subordinated Notes due 2007 (the "Option Securities") as provided in Section 2. The Firm Securities and, if and to the extent such option is exercised, the Option Securities are collectively called the "Securities." The Securities will be convertible into shares (the "Underlying Securities") of Common Stock, $0.01 par value, of the Company (the "Common Stock"). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with 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 February 1, 2000, between the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) Company and U.S. The Bank National Associationof New York, as trustee (the “"Trustee”"). The Notes Securities (and the Underlying 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, in reliance on exemptions therefrom provided by the Act and the rules and regulations thereunder (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇collectively, the Guarantors, the Trustee and the Depositary"Securities Act"). The holders of the Notes Initial Purchasers and their direct and indirect transferees will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of the Closing Date date hereof between the Company and the Initial Purchasers (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 certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)"). In connection with the offer and sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandumpreliminary offering circular dated January 24, dated May 12, 2008 2000 (the “"Preliminary Offering Memorandum”)Circular") and a final offering circular dated February 1, and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 2000 (the “Pricing Supplement”), describing the terms "Final Circular") for delivery to prospective purchasers of the Securities. Each of the Preliminary Circular and the Final Circular includes or incorporates certain information concerning, each for use by among other things, the Initial Purchasers in connection with its solicitation of offers to purchase Company, the Securities and the Underlying Securities. The Preliminary Offering MemorandumFinal Circular also incorporates by reference each document or report filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as supplemented by amended (the Pricing Supplement"Exchange Act"), is herein referred after the date thereof and prior to as the “Pricing Disclosuretermination of the distribution of the
Appears in 1 contract
Introductory. Copano Energy, L.L.C.First Potomac Realty Trust, a Delaware limited liability company Maryland real estate investment trust (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers underwriters named below in Schedule A (the “Initial PurchasersUnderwriters”) an aggregate of 6,500,000 of its common shares (the “Firm Shares”) of beneficial interest, par value $.001 per share (the “Common Shares”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 975,000 Common Shares (the “Option Shares”), acting severally as provided in Section 2. The Firm Shares and, if and not jointlyto the extent such option is exercised, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (Option Shares are collectively called the “NotesShares.” KeyBanc Capital Markets Inc. (“KBCM”). The Company ) and ▇▇▇▇▇ are referred to collectively as the Fargo Securities, LLC (“Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USAFargo”) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the representatives of the several Initial Purchasers Underwriters (in such capacity, collectively, the “Representatives”) in connection with the offering and sale of the NotesShares. The Securities (as defined below) will be issued pursuant to an indenture (Company is the “Indenture”), to be dated as sole general partner of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C.First Potomac Realty Investment Limited Partnership, a Delaware limited liability company partnership (the “Southern DomeOperating Partnership”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively that serves as the “Subsidiaries”Company’s primary operating partnership subsidiary. The Issuers Company has prepared 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 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 herein 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, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), on July 1, 2011 an automatic shelf registration statement, as defined in Rule 405 under the Securities Act, on Form S-3 (File No. 333-175330), as amended by a post-effective amendment thereto filed on February 14, 2013, which registration statement contains a base prospectus relating to certain securities, including the Shares, to be issued by the Company from time to time (the “Base Prospectus”). Such registration statement, including such post-effective amendment thereto and all other amendments thereto filed prior to the Applicable Time (as herein defined), herein referred to as the “Registration Statement,” 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 include all information omitted therefrom in reliance upon Rules 430A or otherwise transferred, after the date hereof, if such Securities are registered for sale 430B under the Securities Act and all information incorporated or if an exemption from the registration requirements deemed to be incorporated by reference therein pursuant to Item 12 of the Securities Act is available (including the exemptions afforded by Rule 144A Form S-3 under the Securities Act (“Act. The final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof filed by the Company with the Commission pursuant to Rule 144A”424(b) and Regulation S under the Securities Act (“Regulation S”)). In Act, in the form first furnished or made available to the Underwriters for use in connection with the sale offering of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing SupplementShares, is herein referred to as the “Pricing DisclosureProspectus.” The Base Prospectus, as supplemented by any preliminary prospectus supplement relating to the Shares and the offering thereof most recently filed by the Company with the Commission pursuant to Rule 424(b) and used prior to the date hereof is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein and any supplements or amendments thereto, filed with the Commission after the Effective Date (as herein defined) of the Registration Statement or the issue date of any Preliminary Prospectus or the Prospectus under Rule 424(b) under the Securities Act, as the case may be, and prior to the termination of the offering of the Shares by the Underwriters. All references in this Underwriting Agreement (this “Agreement”) to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act to be a part of or included in the Registration Statement, any Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), incorporated or deemed to be incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement. Each of the Company and the Operating Partnership hereby confirms its agreements with the Underwriters as follows:
Appears in 1 contract
Sources: Underwriting Agreement (First Potomac Realty Trust)
Introductory. Copano EnergySkyworks Solutions, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance CorporationInc., a Delaware corporation (“▇▇▇▇▇”the "COMPANY"), propose proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate initial "PURCHASERS") U.S.$200,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 4 3/4% Senior Convertible Subordinated Notes due 2018 Due 2007 (the “Notes”). The Company "FIRM SECURITIES") and ▇▇▇▇▇ are referred also proposes to collectively as grant to the “Issuers.” Banc of America Securities LLCPurchasers an option, ▇.▇. ▇▇▇▇▇▇ Securities Inc., exercisable from time to time by Credit Suisse Securities First Boston Corporation to purchase an aggregate of up to an additional $30,000,000 principal amount (USA"OPTIONAL SECURITIES") LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed of its 4 3/4% Convertible Subordinated Notes Due 2007 each to act as the several Initial Purchasers 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 November 12, 2002 (the Closing Date (as defined in Section 2 hereof"INDENTURE"), among between the Company and State Street Bank and Trust Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in Firm Securities and the name of Cede & Co., as nominee of The Depository Trust Company (Optional Securities which the “Depositary”) Purchasers may elect to purchase pursuant to a letter Section 3 hereof are collectively called the "OFFERED SECURITIES". The United States Securities Act of representations, 1933 is herein referred to be dated on or before as the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary"SECURITIES ACT". The holders of the Notes Offered Securities will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of the First Closing Date (as hereinafter defined) between the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors Company and the Initial PurchasersPurchasers (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree Company agrees to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”"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”) and Regulation S under the Securities Act (“Regulation S”)). In connection The Company hereby agrees with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial several Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Introductory. Copano EnergyFifth & Pacific Companies, L.L.C.Inc., a Delaware limited liability company corporation (formerly known as Liz Claiborne, Inc., a Delaware corporation, the “Company”), proposes to issue and Copano Energy Finance Corporationsell to ▇▇▇▇▇▇▇ Lynch, a Delaware corporation Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), propose to issue ) and sell to the other several Initial Purchasers named below in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 152,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.7510.50% Senior Secured Notes due 2018 2019 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have ▇ 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 under the indenture, dated as of April 7, 2011 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The Company has previously issued $220.0 million aggregate principal amount of 10.50% Senior Secured Notes due 2019 (the “Existing Notes”) under the Indenture. The Notes will constitute “Additional Notes” (as such term is defined in the Indenture) under the Indenture. Except as otherwise disclosed in the Pricing Disclosure Package and the Final Offering Memorandum (each as defined below), the Notes will have terms substantially identical to the Existing Notes and will be treated as a single class for all purposes under the Indenture. 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree be required to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture)premium, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured secured basis, jointly and severally, severally by (i) the guarantors Company’s subsidiaries listed on Schedule A attached hereto the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and proceeds of these Securities will be used to (i) repurchase, redeem or otherwise retire all or a portion of the Guarantors are referred to collectively as Company’s 5.0% euro notes due July 2013 (the “Copano Parties.” The Copano Parties Euro Notes”) and fees and expenses incurred in connection therewith (excluding or to repay amounts borrowed under the ABL Facility (as defined below) to effect such repurchases, redemptions or retirements); (ii) fund all or a portion of the consideration payable in connection with the buyout of the Company), together ’s joint venture partner with ▇▇▇▇/▇respect to to ▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇’▇ Japanese joint venture; and (iii) fund other general corporate purposes. Pursuant to a joinder to the Security Documents (as defined below) for the Notes (the “Euro Notes Joinder Agreement”), Southern Dome L.L.C.the Euro Notes will be equally and ratably secured with the Notes on the Closing Date. The granting of security to the Euro Notes pursuant to the Euro Notes Joinder Agreement, the repurchase, redemption or retirement of all or a Delaware limited liability company portion of the Euro Notes with the proceeds of the Securities, the issuance and sale of the Notes, the issuance of the Guarantees 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 first-priority liens on and security interests in the Notes Priority Collateral (as defined in the Indenture, the “Southern DomeNotes Priority Collateral”) and by second-priority liens on and security interests in the ABL Priority Collateral (as defined in the Indenture, the “ABL Priority Collateral” and, together with the Notes Priority Collateral, the “Collateral”) and documented by the Pledge and Security Agreement, dated as of April 7, 2011 and amended to date, among the Company, the Grantors (as defined therein) and the Collateral Agent (as amended, the “Security Agreement”), Bighorn Gas Gathering L.L.C.mortgages and other instruments evidencing or creating or purporting to create a lien or security interest (collectively, a Delaware limited liability company the “Security Documents”) in favor of U.S. Bank National Association, as collateral agent (in such capacity, the “BighornCollateral Agent”), for its benefit and the benefit of the Trustee, the holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations (as defined in the Indenture) (the “Permitted Additional Pari Passu Obligations”). The liens on the Collateral securing the Notes will be subject to the Intercreditor Agreement, dated as of April 7, 2011 (the “Intercreditor Agreement”), by and between the Collateral Agent and JPMorgan Chase Bank, N.A. as collateral agent (the “ABL Collateral Agent”) under the Company’s Second Amended and Restated Credit Agreement dated as of May 6, 2010, among Liz Claiborne Inc., Mexx Europe B.V., Liz Claiborne Canada Inc., the other Loan Parties from time to time party thereto, the Lenders party thereto, the ABL Collateral Agent, Bank of America, N.A. and SunTrust Bank, as Syndication Agents, and Wachovia Bank, National Association, as Documentation Agent (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “ABL Facility”), and Fort Union Gas Gatheringacknowledged by the Company and the Guarantors. On or prior to the Closing Date, L.L.C.the Company will enter into an amendment to the ABL Facility to, a Delaware limited liability company among other things, permit the transactions described above (the “Fort UnionABL Amendment”). This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Euro Notes Joinder Agreement, the ABL Amendment, the Security Documents, the Intercreditor Agreement and the Indenture are referred to collectively herein as the “Subsidiaries”. Transaction Documents.” The Issuers and the Guarantors understand Company understands that the Initial Purchasers propose to make an offering of offer 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 herein 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12June 6, 2008 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13June 6, 2008 2012 and attached hereto as Schedule B (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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). 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 Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “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
Sources: Purchase Agreement (Fifth & Pacific Companies, Inc.)
Introductory. Copano EnergyThe Scotts Miracle-Gro Company, L.L.C., a Delaware limited liability company an Ohio corporation (the “Company”), proposes to issue and Copano Energy Finance Corporationsell to ▇▇▇▇▇ Fargo Securities, a Delaware corporation LLC (“▇▇▇▇▇▇ Fargo” or the “Representative”)) and the other several initial purchasers named in Schedule A hereto (collectively with the Representative, propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 400,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 4.375% Senior Notes due 2018 2032 (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) each of the subsidiary guarantors named in Schedule B hereto and (ii) any subsidiary of the Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated January 12, 2010, and as supplemented on or before the Closing Date (the “DTC Agreement”), among between the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial PurchasersRepresentative, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree be required to file with the Securities and Exchange Commission (as defined belowthe “Commission”), under certain the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933 (as defined belowamended, 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers This Purchase Agreement (“Agreement”), the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Guarantors Indenture are referred to collectively herein as the “Copano PartiesTransaction Documents.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand 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 herein 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12August 10, 2008 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13August 10, 2008 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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).
Appears in 1 contract
Introductory. Copano Energy, L.L.C.Gulfport Energy Corporation, a Delaware limited liability company corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation agrees with the several initial purchasers named in Schedule A hereto (the “▇▇▇▇▇Purchasers”), propose subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate U.S.$600,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 6.375% Senior Notes due 2018 2025 (the “Notes”). The Company and ▇▇▇▇▇ are referred ) to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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 between the Company, ▇▇▇▇▇, the Guarantors (as defined belowherein) and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in unconditionally guaranteed as to the name payment of Cede & Co., as nominee of The Depository Trust Company principal and interest by each subsidiary listed on Schedule D hereto (the “DepositaryGuarantors” and such Guarantees, the “Guarantees”). Credit Suisse Securities (USA) LLC (“Credit Suisse”) pursuant to a letter of representationsand ▇▇▇▇▇▇▇ Lynch, to be dated on or before the Closing Date (the “DTC Agreement”), among the CompanyPierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) have agreed to act as the representatives (together, the Guarantors, “Representatives”) of the Trustee Purchasers in connection with the offering and sale of the DepositaryNotes. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of the Closing Date among the Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree to file with the Securities and Exchange Commission (as defined below), under certain circumstances set forth therein, the “Commission”) (ia) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act of 1933, as amended (as defined below) the “Securities Act”), relating to another series of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively Company’s notes with terms substantially identical to the Notes Notes, except for the restrictions on transfer and certain administrative terms (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) ), to be offered in exchange for the Notes and the Guarantees (the “Exchange Offer”) and (iib) to the extent required by the Registration Rights Agreementunder certain circumstances, a shelf registration statement (the “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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “related Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Offered Securities,” and the Exchange Notes and the Exchange related Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers Each of the Company and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 hereby 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 herein 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 (several Purchasers 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Introductory. Copano EnergyWolverine Tube, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance CorporationInc., a Delaware corporation (“▇▇▇▇▇”the "COMPANY"), propose proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate "PURCHASERS") U.S.$120,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 10 1/2% Senior Notes due 2018 Due 2009 (the “Notes”"NOTES"). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities Notes will be unconditionally guaranteed (each, a "GUARANTEE") on a senior unsecured basis by TF Investor, Inc., Tube Forming, L.P., Wolverine Finance Company, Wolverine China Investments, LLC, ▇.▇. ▇▇▇▇▇▇ Securities STPC Holding, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Small Tube Manufacturing Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Wolverine Joining Technologies, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale each other subsidiary of the Notes. The Securities Company that executes the Indenture (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of a guarantor on the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee each other subsidiary of the Company that thereafter guarantees the Notes pursuant to the terms of the Indenture (the “Trustee”"GUARANTORS"). The Notes will be issued only in book-entry form in the name under an indenture, dated as of Cede & Co.March 27, as nominee of The Depository Trust Company 2002 (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”"INDENTURE"), among the Company, ▇▇▇▇▇the Guarantors and First Union National Bank ("Wachovia"), the Guarantors, the Trustee as Trustee. The Notes and the DepositaryGuaranties are together referred to as the "OFFERED SECURITIES". The holders United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT." Holders (including subsequent transferees) of the Notes Offered Securities will be entitled to have the benefits of a registration rights agreementset forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the date hereof, in substantially the form of Exhibit I hereto, for so long as of such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Closing Date (the “Registration Rights Agreement”), among . Pursuant to the Company, ▇▇▇▇▇Registration Rights Agreement, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree to file with the Securities and Exchange Commission (as defined below), the "COMMISSION") under certain the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined belowthe "EXCHANGE OFFER REGISTRATION STATEMENT") relating to another series of debt securities of the Company's 10 1/2% Senior Notes in a like aggregate principal amount as the Company and ▇▇▇▇▇ and another set of guarantees of issued under the GuarantorsIndenture, each respectively with terms substantially identical in all material respects to the Notes Initial Securities (as defined in the Registration Rights Agreement) and registered under the Securities Act (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) "EXCHANGE SECURITIES"), to be offered in exchange for the Notes and Offered Securities (such offer to exchange being referred to as the Guarantees (the “Exchange Offer”"REGISTERED EXCHANGE OFFER") and (ii) to under the extent required by the Registration Rights Agreementcircumstances set forth therein, a shelf registration statement pursuant to Rule 415 of 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 Notes, Offered Securities and in each case, to use its reasonable best efforts to cause such registration statements Registration Statements to be declared effectiveand remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Registered Exchange Offer. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes Offered Securities and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors Securities are referred to collectively as the “Copano Parties.” "SECURITIES". The Copano Parties following transactions (excluding collectively, the "Transactions") will occur concurrently with the consummation of the issue and sale of the Offered Securities as set forth herein: (i) the Company will obtain a U.S.$37,500,000 senior secured revolving credit facility (the "SENIOR CREDIT FACILITY"), under a credit agreement and related documentation among the Company, the lenders party thereto and Wachovia, as administrative agent (the "CREDIT AGREEMENT"), and (ii) the Company will use the net proceeds of the Offered Securities, together with ▇▇▇▇/▇▇▇▇▇ Gatherersits borrowings under the Senior Credit Facility, a Texas general partnership if any, to (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company A) repay the outstanding indebtedness under and to terminate the Company's existing revolving credit facility and (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), B) pay transaction costs relating to the issue and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as sale of the “Subsidiaries”Offered Securities and the Senior Credit Facility. The Issuers Company and the Guarantors understand that the Initial Purchasers propose to make an offering of the Securities on the terms jointly 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 herein as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered severally hereby agree with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (several Purchasers 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Introductory. Copano Energy, L.L.C.▇▇▇▇▇ ▇▇▇▇▇ Inc., a Delaware limited liability company corporation (the “Company”), ) and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, a New York general partnership and subsidiary of the Company (“▇▇▇▇▇ ▇▇▇▇▇ GP”, Inc. have agreed to act as the several Initial Purchasers in connection and together with the offering Company, the “Issuers”) propose to issue and sale sell to Banc of America Securities LLC (the “Initial Purchaser”) $50,000,000 aggregate principal amount of the Issuers’ Senior Secured Floating Rate Notes due 2010 (the “Notes”). The Securities Notes will be the joint and several obligations of each of the Issuers. The payment of principal, premium and Liquidated Damages (as defined in the Indenture (as defined below) )), if any, and interest on the Notes and the Exchange Notes (as defined in the Offering Memorandum (as defined below)), will be issued pursuant to an indenture fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by ▇▇▇▇▇ ▇▇▇▇▇ Holdings, Inc., a Delaware corporation (“Holdings”) and all the “Indenture”existing and future direct and indirect domestic subsidiaries of the Company (other than ▇▇▇▇▇ ▇▇▇▇▇ GP), to be dated as and any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 2 2) that 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 CompanyIssuers, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”)) and the Guarantors. 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 (the “Depositary”) pursuant to a DTC blanket issuer letter of representations, to be dated on or before the Closing Date representations (the “DTC Agreement”), among the CompanyIssuers 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, the Trustee and the Depositaryagents 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 Notes 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 Company, ▇▇▇▇▇Issuers, 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 certain circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities Purchaser. Each of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand 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 herein 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”) and or Regulation S under the Securities Act (“Regulation S”)) thereunder). In connection The Issuers and the Guarantors hereby confirm their agreement with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Introductory. Copano Energy, L.L.C.iStar Inc., a Delaware limited liability company Maryland corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, confirms its agreement with ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities LLC (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust “▇.▇. ▇▇▇▇▇▇”) and the other several underwriters named in Schedule A hereto (collectively, the “Underwriters”), 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 of $275,000,000 aggregate principal amount of the Company’s 6.50% Senior Notes due 2021 (the “Securities”). ▇▇ .▇. ▇▇▇▇▇▇▇▇, Inc. have ▇ 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 (the “Indenture”)indenture, to be dated as of February 5, 2001, between the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) Company and U.S. US Bank Trust National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Twenty-eighth Supplemental Indenture, to be dated as of March 29, 2016 between the Company and the Trustee relating to the Securities (such supplemental indenture, 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 “Depositary”) 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 Guarantors, the Trustee 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 This Agreement”), among the Company, ▇▇▇▇▇, the Guarantors Securities and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) Indenture are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time of Sale”). Transaction Documents.” The Securities are to be offered Company has prepared 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. 333-198576), 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (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 schedules thereto, in the form in which it became effective under the Securities Act, including any required information deemed to each Initial Purchaser copies be a part thereof at the time of a Pricing Supplementeffectiveness pursuant to Rule 430B under the Securities Act, dated May 13, 2008 (is called 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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing DisclosureRegistration
Appears in 1 contract
Sources: Underwriting Agreement (Istar Inc.)
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.▇▇▇, Inc. have agreed Inc., a Cayman Islands company (the "Company"), proposes, subject to act as the several Initial Purchasers in connection with terms and conditions stated herein, to issue and sell to Credit Suisse First Boston LLC ("CSFB") U.S.$75,000,000 principal amount of its Zero Coupon Convertible Subordinated Notes due July 15, 2023 (the offering "Firm Securities") and sale also proposes to grant to CSFB an option, exercisable from time to time by CSFB, to purchase an aggregate of the Notes. The Securities up to an additional U.S.$25,000,000 principal amount (as defined below"Optional Securities") will of its Zero Coupon Convertible Subordinated Notes due July 15, 2023, each to be issued pursuant to under an indenture (the “Indenture”)agreement, to be dated as of July 14, 2003 (the Closing Date (as defined in Section 2 hereof"Indenture"), among between the Company, ▇▇▇▇▇, the Guarantors (as defined below) Company and U.S. The Bank National Associationof New York, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in Firm Securities and the name Optional Securities which CSFB may elect to purchase pursuant to Section 3 hereof are herein collectively called the "Offered Securities". The United States Securities Act of Cede & Co.1933, as nominee of The Depository Trust Company (amended, is herein referred to as the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. "Securities Act." The holders of the Notes Offered Securities will be entitled to the benefits of a registration rights agreement, to be dated as Registration Rights Agreement of even date herewith among the Closing Date Company and CSFB (the “"Registration Rights Agreement”"), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree Company agrees to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand that the Initial Purchasers propose to make an offering of the United States 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 herein 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”") 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, Company hereby agrees with CSFB as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Purchase Agreement (Netease Com Inc)
Introductory. Copano EnergyThe Great Atlantic & Pacific Tea Company, L.L.C.Inc., a Delaware limited liability company Maryland corporation (the “Company”), subject to the terms and Copano Energy Finance Corporationconditions stated herein and pursuant to (i) the Share Lending Agreement (the “BANA Share Lending Agreement”), a Delaware corporation dated December 12, 2007, between the Company and Bank of America, N.A. (the “BANA Borrower”) and (ii) the Share Lending Agreement (the “▇▇▇▇▇▇ Share Lending Agreement” and, together with the BANA Share Lending Agreement, the “Share Lending Agreements”), dated December 12, 2007, between the Company and ▇▇▇▇▇▇ Brothers International (Europe) Limited (“▇▇▇▇▇▇ Borrower”), proposes to issue and lend to the BANA Borrower and the ▇▇▇▇▇▇ Borrower (collectively, the “Borrowers”), affiliates of Banc of America Securities LLC (“BAS”) and ▇▇▇▇▇▇ Brothers Inc. (“▇▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”)respectively, acting severally and not jointly, as a share loan pursuant to and upon the terms of the respective Share Lending Agreements, the respective amounts set forth on in Schedule B attached hereto A of $300,000,000 aggregate principal amount up to 8,134,002 shares of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 common stock (the “NotesShares”), par value $1.00 per share, of the Company (the “Common Stock”). The Company BANA Borrower and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation Borrower will transfer or sell the borrowed Shares to BAS and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. respectively, who will each sell the borrowed Shares to the public as an underwriter (each, an “Underwriter” and collectively, the “Underwriters”). BAS and ▇▇▇▇▇▇ have agreed to act as representatives (the “Representatives”) of the several Initial Purchasers Underwriters in connection with the offering and sale of the NotesShares. The Securities (as defined below) will be issued pursuant to an indenture Concurrently with the issuances of the Shares (the “IndentureOffering”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, in an offering registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Act”) by means of a prospectus supplement, is offering (the “Notes Offering”) up to $150.0 million in aggregate principal amount of the Company’s 5.125% Convertible Senior Notes due 2011 (the “2011 Notes”) and $230.0 million in aggregate principal amount of the Company’s 6.75% Convertible Senior Notes due 2012 (the “2012 Notes” and, together with the 2011 Notes, the “Notes”). Banc of America Securities LLC, an affiliate of the BANA Borrower, and ▇▇▇▇▇▇ Brothers, Inc., an affiliate of the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇▇ Borrower, are acting as representatives of the Guarantors, several underwriters in the Trustee and the DepositaryNotes Offering. The holders Company has granted the underwriters in the Notes Offering an option to purchase up to an additional $15.0 million in aggregate principal amount of its 5.125% Convertible Senior Notes due 2011 and an additional $25.0 million in aggregate principal amount of its 6.75% Convertible Senior Notes due 2012 aggregate principal amount of the Notes will be entitled to the benefits of a registration rights agreementcover over-allotments, to be dated as if any. The Company is also entering into one or more convertible note hedge transactions with affiliates of the Closing Date underwriters for the Notes Offering (the “Registration Rights AgreementHedge Transactions”), among ) (the Company, ▇▇▇▇▇transactions hereunder, the Guarantors Notes Offering and the Initial Purchasers, transactions pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) Hedge Transactions are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “GuaranteesTransactions”). The Notes Company hereby confirms its agreements with the Underwriters and the Guarantees attached thereto are herein collectively referred to Borrowers as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Underwriting Agreement (Great Atlantic & Pacific Tea Co Inc)
Introductory. Copano Energy, L.L.C.▇▇▇▇ Gaming Corporation, a Delaware limited liability company Nevada corporation (the “Company”), proposes to issue and Copano Energy Finance Corporation, a Delaware corporation sell to ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”), propose to issue ) and sell to the other several Initial Purchasers Underwriters named below in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached A hereto of $300,000,000 750,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.756.875% Senior Notes due 2018 2023 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have 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) 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 Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National AssociationWilmington Trust, N.A., as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture dated as of May 21, 2015 (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, 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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined below) (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, of and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the guarantors listed on named in Schedule A attached B hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as collectively, the “Guarantors”), pursuant to their guarantees the requirements of the Indenture (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand Company understands that the Initial Purchasers Underwriters propose to make an a public offering of the Securities on as soon as the terms Underwriters deem advisable after this Agreement has been executed and in the manner set forth herein delivered, and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject initially to the conditions set forth herein, all or a portion of offer 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 herein as the “Time of Sale”)Package. The Securities are to be offered Company has prepared 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 shelf 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. 333-203814), in reliance upon exemptions therefrom. Pursuant to the terms including a form 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 prospectus (the “Preliminary Offering MemorandumBase Prospectus”), covering the public offering and has prepared and delivered to each Initial Purchaser copies sale of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurecertain
Appears in 1 contract
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Structured Asset Securities Corporation, a ------------ Delaware corporation (“▇▇▇▇▇”the "Depositor"), propose proposes to issue and sell to the several Initial Purchasers named below form one or more trusts (the “Initial Purchasers”"Trusts"), acting severally and not jointlywhich will issue, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 from time to time, securities entitled Mortgage Pass-Through Certificates (the “Notes”"Certificates") in one or more series (each a "Series"). Each Certificate will evidence an undivided or percentage interest in a Trust. The Trusts will issue Certificates on terms specified in the applicable Prospectus (as hereinafter defined). The Company Primary Assets (the "Primary Assets") of each Trust (the "Trust Fund") will consist of (a) a pool of adjustable-rate, fully amortizing, conventional, first lien residential mortgage loans (the "Mortgage Loans"), (b) Private Mortgage-Backed Securities which may consist of mortgage pass-through or participation certificates, evidencing an undivided interest in a pool of mortgage loans, or collateralized mortgage obligations secured by mortgage loans, (c) a pool of mortgage loans (the "FHA Loans") insured by the Federal Housing Administration (the "FHA"), mortgage loans ("VA Loans") partially guaranteed by the Veterans Administration (the "VA") (collectively, the "FHA/VA Mortgage Loans") and ▇▇▇▇▇ certain related property to be conveyed to the Trust by the Depositor, (d) participation certificates representing undivided ownership interests in a pool of mortgage loans as described above, (e) pass- through certificates guaranteed by the Federal National Mortgage Association in the event that some of the Mortgage Loans are referred to collectively as not available for delivery on the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities Closing Date or (USAf) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers loans issued in connection with the offering and sale of the Notesmanufactured homes and secured by such manufactured homes. The Securities Primary Assets in each Trust Fund may be transferred to the related Trust and the Certificates to which this Agreement applies will be issued pursuant to a Trust Agreement (the "Trust Agreement"), with respect to each Series among the Depositor, a master servicer, if applicable, to be identified in the prospectus supplement for each such Series (the "Master Servicer"), and a trustee to be identified in the prospectus supplement for each such Series (the "Trustee"). Credit enhancement with respect to any class of Certificates may be provided pursuant to the terms of one or more irrevocable financial guaranty insurance policies (each, a "Policy") to be issued by an insurer with respect thereto. Credit enhancement with respect to the Mortgage Loans included in the Trust Fund for a Series may be provided by one or more of the following, as indicated in the Trust Agreement: an irrevocable stand-by letter of credit (the "Letter of Credit") issued by the financial institution named in the related Trust Agreement (the "L/C Bank"), a policy of mortgage pool insurance (the "Pool Insurance Policy"), limited in coverage and issued by the entity named in the related Trust Agreement (the "Pool Insurer"), a policy of special hazard insurance (the "Special Hazard Insurance Policy"), limited in coverage and issued by the entity named in the related Trust Agreement (the "Special Hazard Insurer"), a policy of insurance or surety bond providing coverage against loss resulting from the occurrence of certain contingencies in connection with the bankruptcy of the obligor under a mortgage note relating to a Mortgage Loan (the "Mortgagor Bankruptcy Bond"), limited in scope and issued by the entity named in the related Trust Agreement (the "Mortgagor Bankruptcy Insurer") and a Mortgage Repurchase Bond (the "Mortgage Repurchase Bond"), limited in scope and issued by an entity named in the Trust Agreement. If so specified in the Reference Agreement with respect to a Series, in lieu of, or in addition to, the foregoing methods of credit enhancement, a fund may be established (the "Reserve Fund") into which payments on or with respect to a percentage of the Mortgage Loans included in the Trust Fund, as specified in such Trust Agreement, will be deposited or payments made on one or more specified Classes (as defined below) will of Certificates may be issued subordinated to one or more other Classes of Certificates (the first classes of such Certificates the "Subordinated Certificates") or may be made available to the Reserve Fund (such fund a "Subordination Reserve Fund"). If so specified in the Trust Agreement with respect to a Series, the Trust Fund for a Series of Certificates may also include one or more accounts or funds established by the Depositor pursuant to an indenture such Trust Agreement, or one or more methods of credit enhancement in lieu of, or in addition to, the methods of credit enhancement specified above (the “Indenture”), such forms of credit enhancement to be dated referred to individually or collectively as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”"Alternative Credit Enhancement"). The Notes will Mortgage Loans may be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company serviced by a servicer (the “Depositary”"Master Servicer") pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchaserswho may, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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 Trust Agreement, subcontract some or all of its servicing duties to sub-servicers ("Sub-Servicers") under separate servicing agreements between the Master Servicer and such Sub-Servicers. Each of the Master Servicer and the IndentureSub-Servicer must be approved as a seller-servicer by the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association, investors who acquire Securities pursuant to separate servicing agreements ("Servicing Agree-ments"). If so specified in the Trust Agreement, the performance of the obligations of the Master Servicer under each Trust Agreement will be guaranteed by a bond, insurance policy, corporate guaranty or other form of insurance coverage (the "Performance Bond") issued by the entity specified in the Trust Agreement. The Certificates are more fully described in the Registration Statement (as defined herein), which the Depositor has furnished to you. Each Series of Certificates and any classes of Certificates (each a "Class") within such Series may vary as to, among other things, number and types of Classes, principal or notional amount or stated principal balance, pass-through rate with respect to the Mortgage Loans in the related Trust Fund, the percentage interest, if any, evidenced by each Class in the payments of principal of and interest on, or with respect to, the Mortgage Loans included in the related Trust Fund, the stated principal balance and interest rate, if any, priority of payment among Classes, credit enhancement with respect to the Mortgage Loans in the related Trust Fund, whether the Depositor will elect to treat the related Trust Fund as a "real estate mortgage investment conduit" (a "REMIC") under the Internal Revenue Code of 1986, as amended (the "Code"), the Classes of such Series subject to this Agreement, and any other variable terms contemplated by the Trust Agreement with respect to the Certificates of such Series. Each offering of the Certificates to which this Agreement applies will be made pursuant to the Registration Statement through you or through an underwriting syndicate managed by you. Whenever the Depositor determines to form a Trust and to make such an offering of Certificates, it will enter into an appropriate agreement (the "Terms Agreement"), a form of which is attached hereto as an exhibit, providing for the sale of certain classes of such Certificates to, and the purchase and offering thereof by, you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (the "Underwriters," which term shall include you, whether acting alone in the sale of such Certificates, in which case any reference herein to you as the Representative of the Underwriters shall be deemed to have agreed that Securities may only refer to you in your individual capacity as Underwriter of the Certificates, or as a member of an underwriting syndicate). Such 3 Terms Agreement shall specify the undivided interest, principal or notional amount, or stated principal balance, of each Class of the Certificates to be resold or otherwise transferredissued, after the date hereofClasses of Certificates subject to this Agreement, if the price at which such Securities Classes of Certificates are registered for sale under to be purchased by the Securities Act or if an exemption Underwriters from the registration requirements Depositor and the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Depositor. Each such offering of the Securities Act is available (including the exemptions afforded Certificates will be governed by Rule 144A under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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 Memorandumthis Agreement, as supplemented by the Pricing Supplementapplicable Terms Agreement, is and this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon each Underwriter participating in the offering of such Certificates. Capitalized terms not otherwise defined herein referred to as are defined in the “Pricing DisclosureTrust Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Structured Asset Securities Corporation)
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Westport Resources Corporation, a Delaware Nevada corporation (“▇▇▇▇▇”the "COMPANY"), propose proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of "PURCHASERS") U.S. $300,000,000 aggregate 275,000,000 principal amount of its 8 1/4% Senior Subordinated Notes due 2011 ("OFFERED SECURITIES") to be issued under an indenture, dated as of November 5, 2001 (the "INDENTURE"), among the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 , the subsidiary guarantors named therein (the “Notes”"SUBSIDIARY GUARANTORS") and The Bank of New York, as Trustee (the "TRUSTEE"). The Company and ▇▇▇▇▇ are Offered Securities will be guaranteed (the "SUBSIDIARY GUARANTIES") by the Subsidiary Guarantors. The United States Securities Act of 1933, as amended, is herein referred to collectively as the “Issuers"SECURITIES ACT.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities " Holders (USAincluding subsequent transferees) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Offered Securities (as defined below) will be issued pursuant to an indenture have the registration rights set forth in the registration rights agreement (the “Indenture”"REGISTRATION RIGHTS AGREEMENT"), to be dated as of the Closing Date (as defined in Section 2 hereofbelow), among in substantially the Companyform of Exhibit I hereto, ▇▇▇▇▇, the Guarantors for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 . Pursuant to the Company, ▇▇▇▇▇Registration Rights Agreement, the Guarantors Company and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Subsidiary Guarantors will agree to file with the Securities and Exchange Commission (as defined below), the "COMMISSION") under certain the circumstances and upon the terms and subject to the conditions set forth therein, (i) a registration statement under the Securities Act (as defined belowthe "EXCHANGE OFFER REGISTRATION STATEMENT") relating to another series of debt securities of the Company's 8 1/4% Senior Subordinated Notes in a like aggregate principal amount as the Company and ▇▇▇▇▇ and another set of guarantees of issued under the GuarantorsIndenture, each respectively with terms substantially identical in all material respects to the Notes Initial Securities and registered under the Securities Act (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) "EXCHANGE SECURITIES"), to be offered in exchange for the Notes Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and the Subsidiary Guarantees (the “Exchange Offer”) and thereof and, if applicable, (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of 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 Notes, Offered Securities and in each case, to use its reasonable best efforts to cause such registration statements Registration Statements to be declared effectiveand remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes Offered Securities and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors Securities are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”"SECURITIES". The Issuers Company and the Subsidiary 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 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 herein as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered hereby agree with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (several Purchasers 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Introductory. Copano EnergyThis Amended and Restated Purchase Agreement amends and restates in its entirety the Purchase Agreement dated May 22, L.L.C.2002 between Sybron Dental Specialties, a Delaware limited liability company (Inc. and the “Company”)several initial purchasers named therein. Sybron Dental Specialties, and Copano Energy Finance CorporationInc., a Delaware corporation (“▇▇▇▇▇”the "COMPANY"), propose proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named below on Schedule A hereto (the “Initial "Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of ") $300,000,000 aggregate 150,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 8.125% Senior Subordinated Notes due 2018 Due 2012 (the “Notes”"OFFERED SECURITIES"). The Company and ▇▇▇▇▇ Offered Securities are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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 hereof), among between the Company, ▇▇▇▇▇, the Subsidiary Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Wilmington Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes will be entitled or such other trustee acceptable 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 Company and the Initial Purchasers, as Trustee on a private placement basis pursuant to which an exemption under Section 4(2) of the Company, ▇▇▇▇▇ United States Securities Act of 1933 (the "SECURITIES ACT"). The Offered Securities will be guaranteed (the "SUBSIDIARY GUARANTEE") by each of the entities listed on Schedule B hereto (each a "SUBSIDIARY GUARANTOR" and collectively the "SUBSIDIARY GUARANTORS"). The Company and the Subsidiary Guarantors hereby agree with the several Purchasers as follows: 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 the Closing Date (as defined below), 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 the Subsidiary Guarantors will agree to file with the Securities and Exchange Commission (as defined below), the "COMMISSION") under certain the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined belowthe "EXCHANGE OFFER REGISTRATION STATEMENT") relating to another series of debt securities of the Company's 8.125% Senior Subordinated Notes in a like aggregate principal amount as the Company and ▇▇▇▇▇ and another set of guarantees of issued under the GuarantorsIndenture, each respectively with terms substantially identical in all material respects to the Notes Offered Securities and registered under the Securities Act (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) "EXCHANGE SECURITIES"), to be offered in exchange for the Notes Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and the Subsidiary Guarantees (the “Exchange Offer”) thereof and (ii) to the extent if required by the terms of the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of 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 Notes, Offered Securities and in each case, to use its reasonable their best efforts to cause such registration statements Registration Statements to be declared effectiveand remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes Offered Securities and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors Securities are referred to collectively as the “Copano Parties"SECURITIES".” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure
Appears in 1 contract
Introductory. Copano EnergySpeedway Motorsports, L.L.C.Inc., a Delaware limited liability company corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers named below in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 150,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.756 3/4% Senior Notes due 2018 2019 (the “Notes”). The Company and ▇▇▇▇▇▇▇ are referred to collectively as the Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Issuers.” Banc of America Securities BofAML”), ▇▇▇▇▇ Fargo Securities, LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation LLC and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”) 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 February 3, 2011 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) 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 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 February 3, 2011 (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree may be required to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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. 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 premium, if any, and interest and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) all of the guarantors operative subsidiaries of the Company (except for Oil-Chem Research Corporation and its subsidiaries), which are listed on Schedule A attached hereto the signature pages hereof as “Guarantors”, and (ii) any operative subsidiary of the Company formed or acquired after the Closing Date or any other subsidiary that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers Company 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 Guarantors are referred several lenders from time to collectively 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 “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇Existing Credit Agreement”), Southern Dome L.L.C., to permit the issuance of the Securities and the use of proceeds therefrom to fund a Delaware limited liability company portion of the purchase price for the Company’s outstanding 6 3/4% Senior Subordinated Notes due 2013 (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “SubsidiariesExisting 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 Issuers 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 herein 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12January 20, 2008 2011 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13January 20, 2008 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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).
Appears in 1 contract
Introductory. Copano Energy, L.L.C.(a) Alcoa Inc., a Delaware limited liability company Pennsylvania corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation proposes (“▇▇▇▇▇”), propose 1) to issue and sell to the several Initial Purchasers underwriters named below in Schedule I hereto (the “Initial PurchasersUnderwriters”), for whom you (the “Representatives”) are acting as representatives, 150,000,000 shares of its common stock, par value $1.00 per share (the “Firm Securities”) and (2) to grant the Underwriters an option to purchase, severally and not jointly, up to an additional 22,500,000 shares of its common stock, par value $1.00 per share, to cover over-allotments (the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount “Additional Securities” and, together with the Firm Securities, the “Securities”). The shares of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLCcommon stock, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”)par value $1.00 per share, to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes will be entitled outstanding after giving effect 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 certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) sales contemplated hereby are collectively hereinafter referred to as the “GuarantorsCommon Stock”), 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 belowb) and agrees that the Initial Purchasers may resell, subject At or prior 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 were first made is referred to herein as (the “Time of Sale”). The , the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus Supplement dated March 16, 2009 and accompanying base prospectus dated March 10, 2008 (together the “Preliminary Prospectus”), as filed by the Company pursuant to Rule 424(b)(3) of the Securities are to be offered Act of 1933, as amended, and sold to or through the Initial Purchasers without being registered with rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (the “Act”), and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) identified in Schedule IIA hereto, including any final term sheet filed with the Commission pursuant to Rule 433 under the Act of 1933 and attached hereto as Schedule III (as amended, the “Final Term Sheet”).
(c) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), contemplated hereby (including in reliance upon exemptions therefrom. Pursuant to connection with determining 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”offering) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securitiesnot as a financial advisor or a fiduciary to, or an agent of, the Company has prepared or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and delivered to each Initial Purchaser copies shall be responsible for making its own independent investigation and appraisal of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”)transactions contemplated hereby, and has prepared and delivered the Underwriters shall have no responsibility or liability to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (the “Pricing Supplement”), describing Company with respect thereto. Any review by the terms Underwriters of the SecuritiesCompany, each the transactions contemplated hereby or other matters relating to such transactions will be performed solely for use by the Initial Purchasers in connection with its solicitation benefit of offers to purchase the Securities. The Preliminary Offering Memorandum, as supplemented by Underwriters and shall not be on behalf of the Pricing Supplement, is herein referred to as the “Pricing DisclosureCompany.
Appears in 1 contract
Sources: Underwriting Agreement (Alcoa Inc)
Introductory. Copano Energy, L.L.C.Sovran Acquisition Limited Partnership, a Delaware limited liability company partnership (the “Operating Partnership”), Sovran Self Storage, Inc., a Maryland corporation (the “Company”)) and Sovran Holdings, and Copano Energy Finance CorporationInc., a Delaware corporation 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”), propose ) proposes to issue and sell to the several Initial Purchasers Underwriters named below in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of ) $300,000,000 600,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.753.500% Senior Notes due 2018 2026 (the “Notes”). The Company and Notes are to be issued pursuant to an indenture to be dated on or about June 20, 2016 among the Operating Partnership, ▇▇▇▇▇ are referred to collectively Fargo Bank, National Association, as trustee (the “Issuers.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,” Banc of America Securities LLCand together with the Base Indenture, ▇.▇the “Indenture”). ▇▇▇▇▇▇ Securities Inc.Fargo Securities, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and U.S. Bancorp Investments, Inc. have agreed to act as the representative of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) in connection with the offering issuance and sale of the NotesNotes by the Operating Partnership. 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), This agreement by and among the Company, ▇▇▇▇▇, Transaction Entities and the Guarantors (Underwriters shall be referred to as defined below) and U.S. Bank National Association, as trustee (the this “Trustee”). 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 (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “GuaranteesDTC”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, Transaction Entities have entered into a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers purchase agreement (the “Subsequent PurchasersPurchase Agreement”) on the terms set forth in the Pricing Disclosure Package with LifeStorage, LP (the first time when sales of the Securities are made is referred to herein as the “Time of SaleLifeStorage”). 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 “Acquisition”). The Transaction Entities expect to fund a portion of the Securities Act or if an exemption purchase price of the Acquisition with the proceeds from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) issuance and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the SecuritiesNotes pursuant to this Agreement. Contemporaneously with entering into the Purchase Agreement, the Company has prepared and delivered to each Initial Purchaser copies of Transaction Entities also obtained a Preliminary Offering Memorandum, dated May 12, 2008 commitment (the “Preliminary Offering MemorandumBridge Loan Commitment”) from ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇ 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 each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by Purchase Agreement and the Pricing Supplement, is herein Bridge Loan Commitment are collectively referred to herein as the “Pricing DisclosureTransaction Agreements.” Each of the Transaction Entities jointly and severally hereby confirms its agreements with the Underwriters as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Sovran Acquisition LTD Partnership)
Introductory. Copano EnergyGray Media, L.L.C.Inc. (f/k/a Gray Television, Inc.), a Delaware limited liability company Georgia corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers named below (the “Initial Sale”) to the [Purchaser] and its affiliates signatory hereto (collectively, the “Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 [ ] aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.759.625% Senior Secured Second Lien Notes due 2018 2032 (the “Additional Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with its offering of $250,000,000 total aggregate principal amount of Additional Notes. The Purchasers understand that the offering Sale is being made without registration under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and sale regulations of the NotesCommission promulgated thereunder), or any securities laws of any state of the United States or of any other jurisdiction, and that the Sale is only being made to investors who are institutional “accredited investors” within the meaning of Rule 501 of Regulation D under the Securities Act that are also “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act) in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Securities (as defined below) will be issued pursuant to an indenture that certain indenture, dated as of July 18, 2025 (the “Base Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “2L Collateral Agent”), as supplemented by a supplemental indenture, to be dated as of the Closing Date (as defined in Section 2 hereofbelow), among the Company, ▇▇▇▇▇the Guarantors and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the Guarantors “Indenture”). The Company has previously issued $900,000,000 in aggregate principal amount of its 9.625% Senior Secured Second Lien Notes due 2032 under the Base Indenture (the “Existing Notes”). The Additional Notes, when issued, will constitute “Additional Notes” (as such term is defined in the Base Indenture). Except as otherwise described in the Disclosure Package (as defined below), the Additional Notes will have substantially identical terms to the Existing Notes and will be treated together with the Existing Notes as a single series of debt securities for all purposes under the Indenture. The payment of principal of, premium, if any, and interest on the Additional Notes will be fully and unconditionally guaranteed on a senior secured second lien basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes a guarantee in accordance with the terms of the Indenture (the entities referred to in (i) and U.S. Bank National Association(ii) together, as trustee the “Guarantors”), pursuant to their guarantees (the “TrusteeGuarantees”). The Additional Notes and the Guarantees attached thereto are herein together referred to as the “Securities.” The Additional Notes will be issued only 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, to be dated on or before the Closing Date (the “DTC AgreementDTC”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure
Appears in 1 contract
Sources: Purchase Agreement (Gray Media, Inc)
Introductory. Copano Energy, L.L.C.The Mississippi Band of Choctaw Indians d/b/a Choctaw Resort Development Enterprise (the "Issuer"), a Delaware limited liability company business enterprise of The Mississippi Band of Choctaw Indians, a federally recognized Indian Tribe and Native American sovereign nation (the “Company”"Tribe"), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., ▇▇▇▇▇ Fargo Brokerage Services, LLC and Banc One Capital Markets, Inc. have agreed to act as (the several "Initial Purchasers in connection with the offering Purchasers"), acting severally and sale not jointly, $200,000,000 aggregate principal amount of the NotesIssuers' 9 1/4% Senior Notes due April 1, 2009 (the "Securities"). The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of March 30, 2001 (the Closing Date (as defined in Section 2 hereof"Indenture"), among the Company, ▇▇▇▇▇Issuer, the Guarantors (as defined below) Tribe and U.S. Firstar Bank National AssociationN.A., as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date March 30, 2001 (the “"Registration Rights Agreement”"), among the Company, ▇▇▇▇▇, the Guarantors Issuer and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors Issuer will agree to file with file, pursuant to the Commission (as defined below), under certain circumstances set forth therein, (i) a registration statement under with the Securities Act and Exchange Commission (the "Commission") registering the Exchange Securities (as defined below) relating to another series of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 under the Securities Act relating to of 1933, as amended (the resale by certain holders "Securities Act," which term, as used herein, includes the rules and regulations of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “Guarantees”Commission promulgated thereunder). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand 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 Offering Memorandum (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 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 herein 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”") and or Regulation S under the Securities Act (“"Regulation S”")). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure.
Appears in 1 contract
Sources: Purchase Agreement (Mississippi Band of Choctaw Indians Dba Choctaw RSRT DVLP E)
Introductory. Copano Energy, L.L.C.Teleflex Incorporated, a Delaware limited liability company corporation (the “Company”), proposes to issue and Copano Energy Finance Corporation, a Delaware corporation sell to ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”)) and the other several Underwriters named in Schedule A hereto (such Underwriters, propose to issue and sell to the several Initial Purchasers named below (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 400,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 4.875% Senior Notes due 2018 2026 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have 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) will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of May 16, 2016 (the Closing Date “Base Indenture”) between the Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), as defined in Section 2 hereof)supplemented by the First Supplemental Indenture to be dated as of May 16, 2016, among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Associationthe Trustee (together with the Base Indenture, as trustee (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 “Depositary”) 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 CompanyCompany and the Depositary. The Company and the Guarantors, in accordance with the requirements of Conduct Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and subject to the terms and conditions stated herein, also hereby confirm the engagement of the services of ▇▇▇▇▇▇▇, the Guarantors, the Trustee 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 Sachs & Co. (the “Registration Rights AgreementIndependent Underwriter”), among as a “qualified independent underwriter” within the Companymeaning of Section (f)(12) of Rule 5121 in connection with the offering and sale of the Securities, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant Independent Underwriter hereby confirms its engagement to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 render such registration statements to be declared effectiveservices. The payment of principal of, premium and Additional Interest (as defined in the Indenture)premium, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the guarantors entities listed on Schedule A attached hereto the signature pages hereof as “Guarantors” (collectively, the “Guarantors”) and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”)assigns, pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto thereof are herein collectively referred to as the “Securities,.” This Agreement, the Securities and the Exchange Notes and the Exchange Guarantees attached thereto Indenture are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time of SaleTransaction Documents.”). 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure
Appears in 1 contract
Introductory. Copano Energy, L.L.C.Sunoco LP, a limited partnership organized under the laws of the State of Delaware limited liability company (the “CompanySunoco”), and Copano Energy Sunoco Finance CorporationCorp., a corporation organized under the laws of the State of Delaware corporation (“▇▇▇▇▇Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to the several Initial Purchasers named below in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached A hereto of $300,000,000 600,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75Issuers’ 5.500% Senior Notes due 2018 2020 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have 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 July 20, 2015 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇Issuers, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) ), 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 Company, ▇▇▇▇▇, the GuarantorsIssuers, the Trustee 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 July 20, 2015 (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇Issuers, the Guarantors and the Representative, on behalf of itself and the other Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors Issuers will agree be required to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively Issuers 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. 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 and Additional Interest (as defined in the Indenture)premium, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the guarantors entities listed on Schedule A attached hereto the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company Sunoco 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” It is understood by the parties hereto that Sunoco has entered into that certain Contribution Agreement (the “Contribution Agreement”), dated as of July 14, 2015, by and among Susser Holdings Corporation (“SHC”), ETP Holdco Corporation (“ETP Holdco”), Heritage Holdings, Inc. (“HHI” and, together with ETP Holdco, the “Contributors”), Sunoco, the General Partner (as herein defined), and Energy Transfer Partners, L.P., pursuant to which Sunoco will acquire 100% of the equity interests in SHC (the “Acquisition”). Pursuant to the terms of the Contribution Agreement, Sunoco will pay to the Contributors at the closing of the Acquisition approximately $966.9 million in cash, subject to certain working capital adjustments, and issue to the Contributors an aggregate of (i) 21,978,980 Class B Units representing limited partner interests in the Partnership (the “Class B Units”), (ii) 10,939,436 subordinated units representing limited partner interests in the Partnership (the “Subordinated Units”) and (iii) 79,308 Common Units (collectively, the “Unit Consideration”). Furthermore, in connection with the Acquisition, the 79,308 Common Units and 10,939,436 Subordinated Units of Sunoco held by SHC immediately prior to the Acquisition will be converted on a one-for-one basis into Class A Units representing limited partner interests in Sunoco (the “Class A Units”), the terms of which will be set forth in Amendment No. 2 (“Amendment No. 2”) to the First Amended and Restated Agreement of Limited Partnership of Sunoco. The Issuers General Partner will enter into Amendment No. 2 at the closing of the Acquisition. The Contribution Agreement, Amendment No. 2, this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Guarantors Indenture are referred to herein as the “Transaction Documents.” The issuance and sale of the Notes, the issuance of the Guarantees, the Acquisition, the issuance of the Class B Units, the issuance of the Common Units, the issuance of the Subordinated Units, the issuance of the Class A Units, 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 “Copano PartiesTransactions.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 herein 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12July 15, 2008 2015 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13July 15, 2008 2015, in the form attached hereto as 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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).
Appears in 1 contract
Sources: Purchase Agreement (Sunoco LP)
Introductory. Copano Energy, L.L.C.Sunoco LP, a limited partnership organized under the laws of the State of Delaware limited liability company (the “CompanySunoco”), and Copano Energy Sunoco Finance CorporationCorp., a corporation organized under the laws of the State of Delaware corporation (“▇▇▇▇▇Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to the several Initial Purchasers named below in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached A hereto of (i) $300,000,000 1,000,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75Issuers’ 4.875% Senior Notes due 2018 2023 (the “2023 Notes”), (ii) $800,000,000 aggregate principal amount of the Issuers’ 5.500% Senior Notes due 2026 (the “2026 Notes”), and (iii) $400,000,000 aggregate principal amount of the Issuers’ 5.875% Senior Notes due 2028 (the “2028 Notes”, and together with the 2023 Notes and the 2026 Notes, collectively, the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc Each of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., LLC and RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Markets, Inc. have LLC has agreed to act as the representatives of the several Initial Purchasers (collectively, the “Representatives”) 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 January 23, 2018 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇Issuers, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) ), 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 Company, ▇▇▇▇▇, the GuarantorsIssuers, the Trustee 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 January 23, 2018 (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇Issuers, the Guarantors Guarantors, ETC M-A Acquisition LLC, a limited liability company formed under the laws of the State of Delaware (“ETC”) and the Representatives, on behalf of each of the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors Issuers will agree be required to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively Issuers 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 or (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. 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 and Additional Interest (as defined in the Indenture)premium, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the guarantors entities listed on Schedule A attached hereto the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company Sunoco 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). ETC will enter into a Guarantee of Collection with the Issuers providing for a limited contingent guarantee of the Issuer’s and the Guarantors’ obligation to pay the principal on the Notes (the “ETC Guarantee”). The Notes and the Guarantees attached related thereto are herein collectively referred to as the “Securities,” ”; and the Exchange Notes and the Exchange Guarantees attached related thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and Prior to the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company)date hereof, together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership certain subsidiaries of Sunoco entered into that certain Asset Purchase Agreement (“▇▇▇▇/▇▇▇▇▇Asset Purchase Agreement”), Southern Dome L.L.C.by and among Susser Petroleum Property Company LLC, a Delaware limited liability company (“Southern DomePropCo”), Bighorn Gas Gathering L.L.C.Sunoco Retail LLC, a Pennsylvania limited liability company (“Sunoco Retail”), Stripes LLC, a Texas limited liability company (“Stripes”), Town & Country Food Stores, Inc., a Texas corporation (“Town & Country”), MACS Retail LLC, a Virginia limited liability company (“MACS Retail”), as the sellers thereto and 7-Eleven, Inc., a Texas corporation (“7-Eleven”) and SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (“SEI Fuel”), as the buyers thereto and, solely for the purposes referenced therein, Sunoco, Finance Corp. and Sunoco, LLC, a Delaware limited liability company (“BighornSunoco LLC”). Upon the terms and subject to the conditions set forth in the Asset Purchase Agreement, the sellers thereto have agreed to sell a portfolio of approximately 1,112 company-operated retail outlets in 19 geographic regions, together with ancillary businesses and Fort Union Gas Gatheringrelated assets for an aggregate purchase price of $3.3 billion. This Agreement, L.L.C.the Registration Rights Agreement, a Delaware limited liability company (“Fort Union”)the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The 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 “Subsidiaries”. Transactions.” The Issuers 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 herein as the “Time of Sale”). The Securities and the ETC 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12January 8, 2008 2018 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13January 9, 2008 2018, in the form attached hereto as 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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).
Appears in 1 contract
Sources: Purchase Agreement (Sunoco LP)
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance CorporationThe CIT Group Securitization Corporation III, a Delaware corporation (“▇▇▇▇▇”the "Depositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT"), propose to issue and sell to the several Initial Purchasers named below CIT (the “Initial Purchasers”), acting severally and not jointlycollectively, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA"Registrants") LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain circumstances set forth therein, (i) previously filed a registration statement under with the Securities Act (as defined below) relating to another series of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 Commission relating to the resale by certain holders issuance and sale from time to time of the Notes, and in each case, up to use its reasonable best efforts to cause such registration statements to be declared effective. The payment $1,000,000,000 of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 that the Initial Purchasers may resell, subject to the conditions set forth hereinhome equity loan asset backed certificates, all or a portion of which may be supported by a limited guarantee of CIT. Each of such certificates and the Securities limited guarantee of CIT are registered under the registration statement referred to purchasers in Section 2(a) (collectively, the "Registered Securities") and the Depositor has authorized the issuance and sale to the Underwriters of the Home Equity Loan Asset Backed Certificates, Series 1997-1 listed on Schedule I hereto (the “Subsequent Purchasers”"Offered Certificates," and, together with the Class B-2 Certificates, the "Certificates") on the terms set forth evidencing interests in the Pricing Disclosure Package a pool (the first time when sales "Mortgage Loan Pool") of certain home equity loans (the Securities are made is referred to herein as the “Time of Sale”"Mortgage Loans"). The Securities are Mortgage Pool will consist of two groups of Mortgage Loans. The Certificates will be issued under a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") to be offered dated as of July 1, 1997 among the Depositor, The CIT Group/Consumer Finance, Inc. ("CITCF" or "Master Servicer") a Delaware corporation and sold to or through the Initial Purchasers without being registered with the Securities a wholly-owned subsidiary of CIT and Exchange Commission The Bank of New York, as trustee (the “Commission”"Trustee"). The Certificates will evidence specified interests in the Mortgage Loans and certain other property held in trust with respect to such Certificates. The Mortgage Loans and certain other assets of a Trust (the "Trust") will be sold by CITCF to the Depositor pursuant to a Purchase Agreement (the "Purchase Agreement") to be dated as of July 1, 1997 between CITCF and the Depositor and, in turn, by the Depositor to the Trust pursuant to the Pooling and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CITCF to the Depositor will first be purchased by CITCF from (i) The CIT Group/Consumer Finance, Inc. (NY) ("CITCF-NY") pursuant to a Purchase Agreement to be dated as of July 1, 1997 (the "CITCF-NY Sale Agreement") between CITCF-NY and CITCF and (ii) The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Purchase Agreement to be dated as of July 1, 1997 (the "CITSF Sale Agreement") between CITSF and CITCF. CITCF will enter into a subservicing agreement with CITSF (the "Sub-Servicer") dated as of July 1, 1997 (the "Subservicing Agreement") pursuant to which CITSF will perform all of the servicing responsibilities of the Master Servicer under the Securities Act of 1933 Pooling and Servicing Agreement (except as amended, described in the “Securities Act,” which term, as used herein, includes Pooling and Servicing Agreement and in the rules and regulations Subservicing Agreement). The Trustee will be an intended third-party beneficiary of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant Subservicing Agreement and will have the right to enforce such Subservicing Agreement as if it were a party thereto The firm or firms listed on the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have attached Schedule I hereto which 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein Offered Certificates are hereinafter referred to as the “Pricing DisclosureUnderwriters (the "Underwriters") of such Offered Certificates, and the representative of the Underwriters to whom this Underwriting Agreement (the "Agreement") is addressed is hereinafter referred to as the Representative (the "Representative"). Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Cit Home Equity Loan Trust 1997-1)
Introductory. Copano Energy, L.L.C.FCC National Bank, a Delaware limited liability company national banking association ------------ (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose "Bank") proposes to issue and sell one or more Series of Investor Certificates to be issued by the several Initial Purchasers named below First Chicago Master Trust II (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”"Certificates"). The Company and ▇▇▇▇▇ Certificates are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (a Pooling and Servicing Agreement between the “Indenture”)Bank, to be dated as of the Closing Date (as defined in Section 2 hereof)Seller and Servicer, among the Companyand Norwest Bank Minnesota, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “"Trustee”"), dated as of June 1, 1990, as amended as of April 1, 1995 and as of June 1, 1998 (as further amended or otherwise modified from time to time, the "Pooling and Servicing Agreement"), as supplemented by a supplement between the Bank, as Seller and Servicer, and the Trustee, (the "Supplement") to the Pooling and Servicing Agreement, relating to the applicable Series of Certificates (references to the Pooling and Servicing Agreement herein may, as the context requires, include all supplements, including the Supplement, to the Pooling and Servicing Agreement). The Notes will Certificates may be issued only sold in book-entry form in a public offering by the name of Cede & Co.Bank through Banc One Capital Markets, Inc. ("Banc One"), as nominee sole underwriter, or through certain underwriters which include Banc One, one or more of The Depository Trust Company which may act as representative of such underwriters (any underwriter through which Certificates are sold shall be referred to herein as an "Underwriter" or, collectively, all such Underwriters may be referred to as the “Depositary”) "Underwriters"; any representatives thereof may be referred to herein as a "Representative," which, if the context herein does require, shall include Banc One in its capacity as sole Underwriter of any Series, or the BANC ONE CAPITAL MARKETS, INC. June 7, 1999 Page 2 "Representatives"). Certificates of any Series shall be sold pursuant to a letter Terms Agreement by and between the Bank and the Representatives, a form of representationswhich is attached hereto as Exhibit A (a "Terms Agreement"), to be dated on or before the Closing Date which incorporates by reference this Underwriting Agreement (the “DTC "Agreement”," which may include the applicable Terms Agreement if the context requires), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders Any Series of the Notes will be entitled Certificates sold pursuant to any Terms Agreement may include the benefits of a registration rights collateral interest, cash collateral account, letter of credit, guaranteed rate agreement, to be dated as maturity guaranty facility, tax protection agreement, interest rate or currency swap or other contract or agreement for the benefit of the Closing Date Certificateholders of such Series (an "Enhancement"). With respect to any such Enhancement, the Bank shall enter into an agreement or contract (the “Registration Rights "Enhancement Agreement”), among ") by and between the Company, ▇▇▇▇▇, the Guarantors Bank and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities provider of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the Notes Enhancement (the “Exchange Notes”) and "Enhancement Provider"). Each Certificate will represent an undivided interest in the Guarantees First Chicago Master Trust II (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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “Guarantees”"Trust"). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand that the Initial Purchasers propose to make an offering assets of the Securities Trust will include, among other things, certain amounts due on a pool of MasterCard(R) and VISA(R) credit card accounts (the "Receivables") and, with respect to any such Series sold pursuant to this Agreement, the benefits of an Enhancement. To the extent not defined herein, capitalized terms and used herein have the meanings assigned in the manner set forth herein Pooling and in Servicing Agreement. Upon the Pricing Disclosure Package (as defined below) and execution of any Terms Agreement, the Bank 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 herein 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 (Underwriters 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Underwriting Agreement (First Chicago Master Trust Ii)
Introductory. Copano Energy▇. ▇. ▇▇▇▇, L.L.C.Inc., a Delaware limited liability company New Jersey corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers underwriters named below in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 250,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.752.875% Senior Notes due 2018 2016 (the “2016 Notes”) and $500,000,000 aggregate principal amount of the Company’s 4.400% Notes due 2021 (the “2021 Notes” and, together with the 2016 Notes, the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇ & Co. and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) 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), among the Company, Company and ▇▇▇▇▇▇ Fargo, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “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 “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 “Depositary”) ), 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, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors Company has prepared and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) Act. Such registration statement, including the financial statements, exhibits and Regulation S schedules thereto, in the form in which it became effective under the Securities Act (“Regulation S”)). In connection with the sale of the SecuritiesAct, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosureincluding
Appears in 1 contract
Introductory. Copano Energy, L.L.C.Aon plc, a Delaware limited liability company corporation organized under the laws of England and Wales (the “Company”), agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and Copano Energy Finance Corporationconditions stated herein, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate 90,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 4.25% Senior Notes due 2018 2042 (the “Notes”). The Company and ▇▇▇▇▇ are referred , to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture indenture, dated as of December 12, 2012 and as supplemented through the Closing Date (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors Guarantor (as defined below) and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in unconditionally guaranteed as to the name payment of Cede & Co.principal and interest by Aon Corporation, as nominee of The Depository Trust Company a Delaware corporation (the “Depositary”) pursuant to a letter of representationsGuarantor” and such guarantee, to be dated on or before the Closing Date (the “DTC AgreementGuarantee”). The Notes, among together with the CompanyGuarantee, ▇▇▇▇▇, are referred to in this Agreement as the Guarantors, the Trustee and the Depositary. “Offered Securities.” The holders of the Notes Offered Securities will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of the Closing Date among the Company, the Guarantor and the Purchasers (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will Guarantor shall agree to file a registration statement with the Commission (as defined below), under certain circumstances set forth therein, (i) a registration statement registering either the exchange of the Offered Securities for substantially similar securities registered under the Securities Act (as defined below) relating or, in certain circumstances, the resale of the Offered Securities under the Securities Act pursuant to another series of debt securities a “shelf” registration statement. Each of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance Guarantor hereby agrees with the terms of the Indenture, and their respective successors and assigns (such persons referred to in clauses (i) and (ii) are collectively referred to several Purchasers as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Purchase Agreement (Aon PLC)
Introductory. Copano EnergyVolkswagen Dealer Finance, L.L.C., a Delaware limited liability company LLC (the “Company”"Transferor") proposes to cause Volkswagen Credit Auto Master Owner Trust (the "Trust") to transfer $500,000,000 principal amount of Floating Rate Dealer Loan Backed Notes, Series 2000-1 (the "Notes"), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts underwriters set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 I (each, an "Underwriter"), for whom you are acting as representative (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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) and U.S. Bank National Association, as trustee (the “Trustee”"Representative"). The Notes will be issued only in book-entry form in the name pursuant to an Indenture, dated as of Cede & Co.August [ ], as nominee of The Depository Trust Company 2000 (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”"Base Indenture"), among the CompanyTransferor, ▇▇▇▇▇VW Credit, Inc. ("VW Credit"), as servicer (in such capacity, the Guarantors"Servicer"), and Bank One, National Association, as indenture trustee (in such capacity, the Trustee "Indenture Trustee"), and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, Series 2000-1 Supplement thereto to be dated as of the Closing Date August [ ], 2000 (the “Registration Rights Agreement”Base Indenture, as so supplemented, the "Indenture"), among the Company, ▇▇▇▇▇Transferor, the Guarantors Servicer and the Initial PurchasersIndenture Trustee. The assets of the Trust include, among other things:
(a) a pool of receivables (the "Receivables") generated from time to time pursuant to which floorplan financing agreements between VW Credit, Inc. and various dealers, and (b) the Company, ▇▇▇▇▇ and the Guarantors related Collateral Security. The Receivables will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical be sold to the Notes (Trust by the “Exchange Notes”) Transferor and the Guarantees (the “Exchange Guarantees”) to will be offered in exchange serviced for the Notes and the Guarantees (the “Exchange Offer”) and (ii) to the extent required Trust by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of Servicer. Capitalized terms used but not otherwise defined herein shall have 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 meanings set forth in the Pricing Disclosure Package Indenture or Part I of Appendix A to the Trust Sale and Servicing Agreement, dated as of August [ ], 2000 among VW Credit, Transferor and the Trust (the first time when sales of the Securities are made is referred to herein as the “Time of Sale”"Trust Sale and Servicing 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 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure.
Appears in 1 contract
Sources: Underwriting Agreement (Volkswagen Dealer Finance LLC)
Introductory. Copano EnergyGE Equipment Transportation LLC, L.L.C., a Delaware limited liability company Series 2012-2 (the “Company”), and Copano Energy Finance CorporationCEF Equipment Holding, a Delaware corporation L.L.C. (“▇▇▇▇▇CEFEH” or the “Depositor”) and General Electric Capital Corporation (“GECC”), as sponsor, propose to issue cause the sale of the GE Equipment Transportation LLC, Series 2012-2 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and sell to Class A-4 Notes (collectively, the several Initial Purchasers named below “Class A Notes”), the Class B Notes (the “Initial PurchasersClass B Notes”)) and the Class C Notes (the “Class C Notes” and together with the Class A Notes and the Class B Notes, acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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 October 24, 2012 (the “Indenture”), to be dated as of between the Closing Date (as defined in Section 2 hereof)Company and Citibank, among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National AssociationN.A., as indenture trustee (the “Indenture Trustee”). The Notes will be issued only in book-entry form in the name an aggregate initial principal amount of Cede & Co., as nominee of $714,664,000. The Depository Trust Company Notes specified on Schedule I hereto (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the Notes (the “Exchange Subject Notes”) are being purchased severally and not jointly by the Guarantees entities specified therein (each an “Underwriter,” and together 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “GuaranteesUnderwriters”). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans primarily secured by transportation equipment and the Guarantees attached thereto are herein collectively referred to as related security interests therein (collectively, the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred Loans”). Pursuant to a Loan Sale Agreement, dated as of October 24, 2012 (the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇Loan Sale Agreement”), Southern Dome L.L.C.between the Depositor and GECC, GECC will sell, transfer and convey, without recourse, all of its right, title and interest in the Loans and related assets to the Depositor. Pursuant to a Delaware limited liability company Loan Purchase and Sale Agreement, dated as of October 24, 2012 (the “Southern DomeLoan Purchase and Sale Agreement”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as between the “Subsidiaries”. The Issuers Depositor and the Guarantors understand that Company, the Initial Purchasers propose Depositor will sell, transfer and convey to make an offering the Company, without recourse, all of the Securities on the terms its right, title and interest in the manner set forth herein Loans and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject related assets. Pursuant to the conditions set forth hereinServicing Agreement, all or a portion dated as of the Securities to purchasers October 24, 2012 (the “Subsequent PurchasersServicing Agreement”) on between GECC, as servicer, and the Company, GECC will service the Loans. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to herein as the “Time of Sale”)Indenture. 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 amendedClass A-1 Notes shall bear interest at 0.26000% per annum, the “Securities Act,” which termClass A-2 Notes shall bear interest at 0.47% per annum, as used hereinthe Class A-3 Notes shall bear interest at 0.62% per annum, includes the rules and regulations of Class A-4 Notes shall bear interest at 0.81% per annum, the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities Class B Notes shall bear interest at 0.97% per annum and the Indenture, investors who acquire Securities Class C Notes 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurebear interest at 1.31% per annum.
Appears in 1 contract
Sources: Underwriting Agreement (GE Equipment Transportation LLC, Series 2012-2)
Introductory. Copano EnergyThis Placement Agency Agreement the (“Agreement”) sets forth the terms upon which Maxim Group LLC, L.L.C.(“Maxim” or the “Placement Agent”) shall be engaged by Nvni Group Limited, a Delaware limited liability Cayman Islands exempted company (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers exclusive Placement Agent in connection with the offering and sale private placement (hereinafter referred to as the “Offering”) of securities of the NotesCompany, as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below). The Offering will consist of an aggregate of (i) 3,680,982 ordinary shares (the “Shares”), $0.00001 par value per share (the “Ordinary Shares”); (ii) Series A Ordinary Share Purchase Warrants (the “Series A Warrants”) to purchase up to 1,840,491 Ordinary Shares (the “Warrant Shares”, and together with the Shares, the Series A Warrants, and the Series B Warrants, the “Securities”); (iii) Series B Ordinary Share Purchase Warrants (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”) to purchase up to the Maximum Eligibility Number (as defined in the Series B Warrants) of Warrant Shares, with each Share being accompanied by the Warrants. Each person desiring to purchase Securities in the Offering will be required to (i) execute and deliver to the Company a fully completed Securities Purchase Agreement; and (ii) transmit the full amount of the purchase price of the Securities subscribed for to the Company, in accordance with the Company’s wire instructions, unless the Company and the Investors agree to wire transfer to a separate account specified in writing between the parties. The Securities will be offered and sold to the Investors (as defined below) will be issued in the Offering pursuant to an indenture (the “Indenture”), to be dated as of exemption from the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 requirements of the Securities Act relating to the resale by certain holders of the Notes1933, as amended, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The payment the rules and regulations of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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 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 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 Section 4(a)(2) of the Securities Act is available (including and/or Rule 506(b) of Regulation D promulgated by the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) and Regulation S Commission under the Securities Act (“Regulation SD”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure.
Appears in 1 contract
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Genzyme Corporation, a Delaware Massachusetts corporation (“▇▇▇▇▇”the "Company"), propose proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule C hereto (the “Initial "Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate ") U.S.$225,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 5 1/4% Senior Convertible Subordinated Notes due 2018 Due 2005 (the “Notes”). The Company "Firm Securities") and ▇▇▇▇▇ are referred also proposes to collectively as grant to the “Issuers.” Banc of America Securities LLCPurchasers an option, ▇.▇. ▇▇▇▇▇▇ Securities Inc., exercisable by Credit Suisse Securities First Boston Corporation (USA"CSFBC") LLCto purchase an aggregate of up to an additional U.S. $25,000,000 principal amount of its 5 1/4% Convertible Subordinated Notes Due 2005 ("Optional Securities"), Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed each to act as the several Initial Purchasers 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 May 22, 1998 (the Closing Date (as defined in Section 2 hereof"Indenture"), among between the Company and State Street Bank and Trust Company, ▇▇▇▇▇, as Trustee. The Firm Securities and the Guarantors (as defined below) and U.S. Bank National AssociationOptional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the "Offered Securities." The United States Securities Act of 1933, as trustee (amended, is herein referred to as 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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. "Securities Act." The holders of the Notes Offered Securities will be entitled to the benefits of a registration rights agreement, to be dated as Registration Rights Agreement of even date herewith among the Closing Date Company and the Purchasers (the “"Registration Rights Agreement”"), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree Company agrees to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the Notes (the “Exchange Notes”"Registration Statement") 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”") registering the resale of the Offered Securities and the Underlying Shares (as defined below) issuable upon conversion thereof 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection The Company hereby agrees with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial several Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Purchase Agreement (Genzyme Corp)
Introductory. Copano Energy, L.L.C.Sonoco Products Company, a Delaware limited liability company South Carolina corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers underwriters named below in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 600,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 3.125% Senior Notes due 2018 2030 (the “Notes”). The Company BofA Securities, Inc. and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. LLC have agreed to act as representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) 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 June 15, 1991 (the “Base Indenture”), to be dated between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of the Closing Date (as defined in Section 2 hereofNew York), among the Companyas successor in interest to Wachovia Bank of North Carolina, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a fifth supplemental indenture to the Base Indenture (the “Supplemental Indenture” and, together with the Base Indenture, 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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes Company has prepared and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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. 333-232937), 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (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 schedules thereto, in the form in which it became effective under the Securities Act, including any required information deemed to each Initial Purchaser copies be a part thereof at the time of a Pricing Supplementeffectiveness pursuant to Rule 430B under the Securities Act, dated May 13, 2008 (is called 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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing DisclosureRegistration
Appears in 1 contract
Introductory. Copano Energy, L.L.C.Credit Suisse First Boston Mortgage Securities Corp., a corporation organized and existing under the laws of the State of Delaware limited liability company (the “Company”"Depositor"), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities Underwriters (as defined below) five (5) classes of Mortgage Pass-Through Certificates, Series 2002-3. Such classes have been designated as the Class A, Class A-IO, Class M-1, Class M-2 and Class B Certificates (collectively, the "Offered Certificates"). Two classes of certificates (Class X and Class R) (the "Non-Offered Certificates" and, together with the Offered Certificates, the "Certificates") will also be issued but not offered for sale. Only the Offered Certificates are being purchased by the Underwriters. The Offered Certificates and the Non-Offered Certificates will represent the entire beneficial ownership interest in the ABFS Mortgage Loan Trust 2002-3 (the "Trust"). The assets of the Trust will consist primarily of a pool of certain home equity loans (the "Mortgage Loans") conveyed to the Trust by the Depositor pursuant to a Pooling and Servicing Agreement, dated as of September 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor, American Business Credit, Inc., as servicer ("ABC") and JPMorgan Chase Bank, as trustee, back-up servicer and custodian (the "Trustee"), with an aggregate principal balance expected to be approximately $370,000,000 as of September 26, 2002 (the "Closing Date"). The Mortgage Loans and other property conveyed by the Depositor to the Trust will first be transferred to the Depositor by ABFS 2002-3, Inc. a Delaware corporation (the "Seller") pursuant to the Unaffiliated Seller's Agreement, dated as of September 1, 2002 (the "Unaffiliated Seller's Agreement"), among the Depositor, the Seller, ABC, American Business Mortgage Services Inc. ("ABMS") and HomeAmerican Credit Inc. d/b/a Upland Mortgage ("Upland" and, together with ABC and ABMS, the "Originators" and, together with the Seller, the "ABFS Entities"). The Mortgage Loans and other property to be sold by the Seller to the Depositor will be purchased by the Seller from the Originators pursuant to the Unaffiliated Seller's Agreement. The Certificates are to be issued pursuant to an indenture (the “Indenture”)Pooling and Servicing Agreement, to be and are more fully described in the Prospectus Supplement, dated as of the Closing Date (as defined in Section 2 hereof)September 23, among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 2002 relating to the resale by certain holders of Offered Certificates (together with the NotesProspectus attached thereto, and in each casethe "Prospectus"), which the Depositor has furnished to use its reasonable best efforts to cause such registration statements to be declared effectivethe Underwriters. The payment Depositor will elect to treat the Trust as one or more "real estate mortgage investment conduits" under the Internal Revenue Code of principal of1986, premium and Additional Interest (as defined in the Indenture), if any, and interest amended. The Depositor on the Notes date hereof will enter into an underwriting agreement dated the date hereof (the "Underwriting Agreement") with Credit Suisse First Boston Corporation as representative (the "Representative") for itself and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors several underwriters listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees thereto (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred "Underwriters") relating to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the SecuritiesOffered Certificates. The Pooling and Servicing Agreement, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”)Unaffiliated Seller's Agreement, and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is Underwriting Agreement shall be collectively defined herein referred to as the “Pricing Disclosure"Basic Documents." Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Underwriting Agreement.
Appears in 1 contract
Sources: Indemnification Agreement (American Business Financial Services Inc /De/)
Introductory. Copano EnergyCapital One Auto Receivables, L.L.C.LLC, a Delaware limited liability company (the “CompanySeller” or “Depositor”), and Copano Energy Finance CorporationCapital One, National Association, a Delaware corporation national banking association (the “▇▇▇▇▇Bank”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and confirm their agreement with ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities Fargo Securities, LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., LLC and RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Markets, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture LLC (the “IndentureRepresentatives”), to be dated as representatives of the Closing Date several underwriters (as defined the “Underwriters”) listed in Section 2 hereof), among of the Company, ▇▇▇▇▇, the Guarantors (Terms Exhibit attached hereto as defined below) and U.S. Bank National Association, as trustee Exhibit A (the “TrusteeTerms Exhibit”). The Notes will be issued only in book) as follows: Capital One Prime Auto Receivables Trust 2022-entry form in the name of Cede & Co.1, as nominee of The Depository Trust Company a Delaware statutory trust (the “DepositaryIssuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreementIndenture, to be dated as of the Closing Date (the “Registration Rights Indenture”), between the Issuer and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters a portion of the Issued Notes in the amounts specified in Section 3 of the Terms Exhibit (the “Notes”). 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) the Receivables acquired by the Issuer under the Sale Agreement, to be dated as of the Closing Date (the “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 (vii) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, as assets representations reviewer (the Guarantors “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Initial PurchasersReceivables, pursuant to which the Companyand in accordance with an Asset Representations Review Agreement, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (be dated as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the Notes Closing Date (the “Exchange NotesAsset Representations Review Agreement”) ), among the Bank, as servicer, the Issuer, 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 effectiveAsset Representations Reviewer. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) Notes are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand 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 herein 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 333-260710), 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 April 18, 2022 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 is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing SupplementAct, is herein referred to in this Agreement as the “Pricing DisclosureRegistration Statement.” For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 430D under the Act.
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Prime Auto Receivables Trust 2022-1)
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“C▇▇▇▇▇▇ Petroleum Finance Corporation, an Alberta corporation (the “Issuer”), propose proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate ) U.S.$300,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 75/8% Senior Notes due 2018 December 1, 2013 (the “Notes”). The Company and ▇▇▇▇▇ are referred ) to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture agreement, to be dated as of November 22, 2005 (the “Indenture”), among the Issuer, C▇▇▇▇▇▇ 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 Company, ▇▇▇▇▇Issuer, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Purchasers (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree Issuer agrees to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure.
Appears in 1 contract
Sources: Purchase Agreement (Compton Petroleum Holdings CORP)
Introductory. Copano Energy, L.L.C.Silgan Holdings Inc., a Delaware limited liability company corporation (the “Company”), proposes to issue and Copano Energy Finance Corporationsell to (i) BofA Securities, a Delaware corporation Inc. and the other several Initial Purchasers named in Schedule A-1 (the “Dollar Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A-1 of $200 million aggregate principal amount of the Company’s 4.125% Senior Notes due 2028 (the “Dollar Securities”) and (ii) ▇▇▇▇▇”), propose to issue ▇▇ ▇▇▇▇▇ International and sell to the other several Initial Purchasers named below in Schedule A-2 (the “Euro Initial Purchasers” and, together with the Dollar Initial Purchasers, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A-2 of $300,000,000 €500 million aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.752.250% Senior Notes due 2018 2028 (the “NotesEuro Securities” and, together with the Dollar Securities, the “Securities”). The Company BofA Securities, Inc. and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇ International have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the NotesSecurities. The Securities (as defined below) will be issued pursuant to an indenture (i) in the case of the Dollar Securities, that certain indenture, dated as of November 12, 2019 (the “Dollar Securities Base Indenture”), to be dated as of between the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) Company and U.S. Bank National Association, as trustee for the Existing Dollar Securities (as defined below) and the Dollar Securities, as supplemented by a supplemental indenture, to be dated as of February 26, 2020 (the “TrusteeDollar Securities Supplemental Indenture” and, together with the Dollar Securities Base Indenture, the “Dollar Securities Indenture”) and (ii) in the case of the Euro Securities, an indenture, to be dated as of February 26, 2020 (the “Euro Securities Indenture” and, together with the Dollar Securities Indenture, the “Indentures”), between the Company and U.S. Bank National Association, as trustee for the Euro Securities. The Notes Dollar Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DepositaryDTC”) ), pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”) between the Company and DTC and the Euro Securities will be issued only in book-entry form to the depositary of the Euro Securities, as nominee of Euroclear Bank SA/NV (“Euroclear”), among as operator of the CompanyEuroclear system, ▇▇▇▇▇and Clearstream Banking, société anonyme (“Clearstream”). The Company has previously issued $400,000,000 aggregate principal amount of 4.125% Senior Notes due 2028 (the “Existing Dollar Securities”) under the Dollar Securities Base Indenture. The Dollar Securities constitute “Additional Notes” (as such term is defined in the Dollar Securities Base Indenture) under the Dollar Securities Indenture. Except as otherwise described in the Pricing Disclosure Package (as defined below), the Guarantors, Dollar Securities will have identical terms to the Trustee Existing Dollar Securities and will be treated as a single series of debt for all purposes under the DepositaryDollar Securities Indenture. The holders of the Notes Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date February 26, 2020 (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors Company and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors Company will agree be required to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the Notes Securities (the “Exchange Notes”) and the Guarantees (the “Exchange GuaranteesSecurities”) to be offered in exchange for the Notes and the Guarantees Securities (the “Exchange Offer”) and or (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of under the Securities Act relating to the resale by certain holders of the NotesSecurities, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Additional Interest (as defined in All references herein to the Indenture), if any, and interest on the Notes Exchange Securities and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of Offer are only applicable if the Company formed or acquired after is in fact required to consummate the Closing Date that executes an additional guarantee in accordance with Exchange Offer pursuant to the terms of the IndentureRegistration Rights Agreement. This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and their respective successors and assigns (such persons the Indentures are referred to in clauses (i) and (ii) are collectively referred to herein as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange SecuritiesTransaction Documents.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand 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 herein 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 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12February 19, 2008 2020 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13February 19, 2008 2020 (the “Pricing Supplement”), attached as Schedule B 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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to collectively as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). 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 Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “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
Introductory. Copano EnergyDynegy Inc., L.L.C., a Delaware limited liability company an Illinois corporation (the “"Company”"), proposes, subject to the terms and Copano Energy Finance Corporationconditions stated herein, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “Initial "Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto ") an aggregate of U.S. $300,000,000 aggregate 175,000,000 principal amount of its 4.75% Convertible Subordinated Debentures due 2023 ("Firm Securities") and, at the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale election of the Notes. The Securities Purchasers, an aggregate of up to an additional aggregate of U.S. $50,000,000 principal amount of its 4.75% Convertible Subordinated Debentures due 2023 (as defined below) will "Optional Securities"), each to be issued pursuant to under an indenture (the “Indenture”), to be dated as of August 11, 2003 (the Closing Date (as defined in Section 2 hereof"Indenture"), among the Company, ▇▇▇▇▇, the Guarantors Issuers (as defined below) and U.S. Bank National AssociationWilmington Trust Company, as trustee (the “"Trustee”"), on a private placement basis pursuant to an exemption under Section 4(2) of the 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 payment of Cede & Co.principal, as nominee of The Depository Trust Company premium, if any, and interest on a senior unsecured basis (the “Depositary”"Guarantee" and, together with the Firm Securities and the Optional Securities, the "Offered Securities") pursuant to a letter of representations, to be dated on or before the Closing Date by Dynegy Holdings Inc. (the “DTC Agreement”)"Guarantor" and, among together with the Company, ▇▇▇▇▇, the Guarantors, "Issuers"). Capitalized terms used but not defined herein shall have the Trustee and meanings given to such terms in the DepositaryOffering Circular (as defined below). The holders of the Notes Offered Securities will be entitled to the benefits of a registration rights agreement, Registration Rights Agreement to be dated as of August 11, 2003 among the Closing Date Issuers and the Purchasers (the “"Registration Rights Agreement”"), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors Issuers will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”") 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure.
Appears in 1 contract
Sources: Purchase Agreement (Dynegy Inc /Il/)
Introductory. Copano Energy▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Floorcoverings, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance CorporationInc., a Delaware corporation (“▇▇▇▇▇”the "COMPANY"), propose proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “Initial Purchasers”"PURCHASERS") U.S.$175,000,000 principal amount of its 9 3/4% Senior Subordinated Notes Due 2010 (the "OFFERED SECURITIES"). The Offered Securities will be unconditionally guaranteed (each, acting severally and not jointly, a "GUARANTY") on a senior subordinated basis by each of the respective amounts set forth Company's subsidiaries listed on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”"GUARANTORS"). The Company Offered Securities and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) Guaranties will be issued pursuant to under an indenture indenture, dated as of February 15, 2002 (the “Indenture”"INDENTURE"), between the Company, the Guarantors and The Bank of New York, 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 (as defined in Section 2 hereofbelow), among in substantially the Companyform of Exhibit I hereto, ▇▇▇▇▇, the Guarantors for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 . Pursuant to the Company, ▇▇▇▇▇Registration Rights Agreement, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree to file with the Securities and Exchange Commission (as defined below), the "COMMISSION") under certain the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined belowthe "EXCHANGE OFFER REGISTRATION STATEMENT") relating to another series of debt securities of the Company's 9 3/4% Senior Subordinated Notes in a like aggregate principal amount as the Offered Securities issued by the Company and ▇▇▇▇▇ and another set of guarantees of under the GuarantorsIndenture, each respectively with terms substantially identical in all material respects to the Notes Initial Securities (as defined in the Registration Rights Agreement) and registered under the Securities Act (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) "EXCHANGE SECURITIES"), to be offered in exchange for the Notes Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and the Guarantees (the “Exchange Offer”) Guaranties thereof and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of 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 Notes, Offered Securities and in each case, to use its their reasonable best efforts to cause such registration statements Registration Statements to be declared effectiveand remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes Offered Securities and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors Securities are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”"SECURITIES". The Issuers 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 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 herein as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered hereby agree with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (several Purchasers 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Introductory. Copano Energy, L.L.C.Thermo ▇▇▇▇▇▇ Scientific (Finance I) B.V., a Delaware private company with limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated and existing under the laws of The Netherlands, with its corporate seat (statutaire zetel) in Breda, The Netherlands (the “CompanyIssuer”)) and an indirect, and Copano Energy Finance Corporationwholly-owned subsidiary of Thermo ▇▇▇▇▇▇ Scientific Inc., a Delaware corporation (the “▇▇▇▇▇Parent Guarantor”), propose proposes to issue and sell to the several Initial Purchasers underwriters named below in Schedule A hereto (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth on in Schedule B attached hereto A of $300,000,000 €1,000,000,000 aggregate principal amount of the CompanyIssuer’s Floating Rate Senior Notes due 2027 (the “Floating Rate Notes”), and ▇▇▇▇▇’▇ 7.75€1,100,000,000 aggregate principal amount of the Issuer’s 3.628% Senior Notes due 2018 2035 (the “2035 Notes” and, together with the Floating Rate Notes, the “Notes”). The Company Barclays Bank PLC, BNP PARIBAS, HSBC Continental Europe and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇ & Co. International plc have agreed to act as lead managers of the several Initial Purchasers Underwriters (in such capacity, the “Lead Managers”) in connection with the offering and sale of the Notes. The Securities (as defined below) ). The Floating Rate Notes and the 2035 Notes will be issued as separate series of senior debt securities pursuant to an indenture indenture, dated as of August 9, 2016 (the “Base Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Issuer, the Parent Guarantor and The Bank of New York Mellon Trust Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National AssociationN.A., as trustee (the “Trustee”). The Notes Certain terms of the Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company established pursuant to a fifth supplemental indenture (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC AgreementSupplemental Indenture”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of December 1, 2025, among the Closing Date Issuer, the Parent Guarantor and the Trustee, to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “Registration Rights AgreementGuarantees” and, together with the Notes, the “Securities”), 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 certain circumstances set forth thereineach holder of Notes, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities full and prompt payment of the Company principal of and ▇▇▇▇▇ any premium, if any, on any Notes when and another set of guarantees of as the Guarantorssame shall become due, each respectively with terms substantially identical to whether at 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”) maturity thereof, by acceleration, redemption or otherwise 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, full and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The prompt payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and any interest on the any Notes when and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes same shall become due and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securitiespayable.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure
Appears in 1 contract
Sources: Underwriting Agreement (Thermo Fisher Scientific Inc.)
Introductory. Copano Energy, L.L.C.ProLogis, a Delaware limited liability company Maryland real estate investment trust (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“confirms its agreement with ▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc.▇▇▇▇▇ & Co., Credit Suisse Securities ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom ▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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, ▇▇▇▇ ▇▇▇▇▇, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are acting as representatives (in such capacity, the Guarantors (as defined below) “Representatives”), with respect to the issue and U.S. Bank National Associationsale by the Company and the purchase by the Underwriters, as trustee acting severally and not jointly, of the respective numbers of its common shares of beneficial interest, par value $0.01 per share (the “TrusteeCommon Stock”)) set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 22,800,000 additional shares of Common Stock to cover over allotments, if any. The Notes will be issued only in book-entry form in the name aforesaid 152,000,000 shares of Cede & Co., as nominee of The Depository Trust Company Common Stock (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the Guarantees (the “Exchange GuaranteesSecurities”) to be offered purchased by the Underwriters and all or any part of the 22,800,000 shares of Common Stock subject to the option described in exchange for the Notes and the Guarantees Section 2(b) hereof (the “Exchange OfferOption Securities”) and (ii) to the extent required by the Registration Rights Agreementare hereinafter called, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notescollectively, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers Company has prepared 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 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 herein 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. 333-157818), which contains a base prospectus dated March 10, 2009 (the “Base Prospectus”), to be used in connection with the public offering and sale of Common Stock, 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered the offering thereof from time to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (time in accordance with Rule 415 under 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 SecuritiesSecurities Act. The Preliminary Offering MemorandumSuch registration statement, as supplemented by amended, including the Pricing Supplementfinancial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is herein referred to as the “Pricing Disclosurecalled
Appears in 1 contract
Sources: Purchase Agreement (Prologis)
Introductory. Copano Energy, L.L.C.Matador Resources Company, a Delaware limited liability company Texas corporation (the “Company”), proposes to issue and Copano Energy Finance Corporationsell to ▇▇▇▇▇▇▇ Lynch, a Delaware corporation Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), propose to issue ) and sell to the other several Initial Purchasers named below in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 175,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.756.875% Senior Notes due 2018 2023 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have ▇ 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 that certain indenture, dated as of April 14, 2015 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to which the Issuers previously issued, on April 14, 2015, $400,000,000 in aggregate principal amount of their 6.875% Senior Notes due 2023. The Notes will be issued only 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, 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 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 December 9, 2016 (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree be required to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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. 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 and Additional Interest (as defined in the Indenture)premium, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the guarantors entities listed on Schedule A attached hereto the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers This Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities, and the Guarantors Indenture are referred to collectively herein as the “Copano PartiesTransaction Documents.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand 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 herein 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12December 5, 2008 2016 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13December 6, 2008 2016 (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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).
Appears in 1 contract
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance CorporationMount Logan Capital Inc., a Delaware corporation (“▇▇▇▇▇Company”), propose proposes to issue and sell to the several Initial Purchasers underwriters named below in Schedule A hereto (the “Initial PurchasersUnderwriters”), for whom Lucid Capital Markets, LLC is acting severally and not jointlyas representative (the “Representative”), the respective amounts set forth on Schedule B attached hereto of $300,000,000 40,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 8.00% Senior Notes due 2018 2031 (the “NotesFirm Securities”). The Company and ▇▇▇▇▇ are referred , to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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 (the “Indenture”), Indenture to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, “Base Indenture”) between the Guarantors (as defined below) Company and U.S. Bank Trust Company, National Association, as trustee (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 “Depositary”) pursuant to supplemented by a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, First Supplemental Indenture to be dated as of the Closing Date between the Company and the Trustee (the “Registration Rights Agreement”)First Supplemental Indenture” and, among together with the Company, ▇▇▇▇▇Base Indenture, 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 certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Company also proposes to issue and sell to the several Underwriters not more than an additional $6,000,000 aggregate principal amount of its 8.00% Senior Notes due 2031 (the “Optional Securities”), if and to the extent that the Representative shall have elected to exercise, on behalf of the Underwriters, the right to purchase Optional Securities pursuant to the option granted to the Underwriters in Section 3 hereof. The Firm Securities and the Guarantees attached thereto Optional Securities are herein hereinafter collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-292668), which registration statement included a preliminary prospectus, relating to the Securities. Such registration statement, including any amendments thereto filed prior to the Applicable Time (as defined below), has been declared effective by the Commission under the Securities Act of 1933 1933, as amended (the “Act”), and the rules and regulations thereunder. The Company will prepare a prospectus in accordance with the provisions of paragraph (b) of Rule 424 (“Rule 424(b)”) of the Rules and Regulations and shall file such prospectus with the Commission prior to 5:30 p.m. (Eastern Time) on the second SEC Business Day following the date of this Underwriting Agreement (this “Agreement”). Such prospectus, in the form first furnished to the Underwriters for use in connection with the offer and sale of Securities, is referred to herein as amendedthe “Prospectus.” Any information included in the Prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430A of the Act (“Rule 430A”) is referred to as “Rule 430A Information.” Each prospectus used in connection with the offering of Securities that omitted Rule 430A Information is herein called a “preliminary prospectus.” Except where the context otherwise requires, the registration statement on Form S-1 filed by the Company with the Commission (No. 333-292668), on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Securities Effective Time”), including all documents filed as part thereof or incorporated by reference therein, including any information contained in a Prospectus subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement, collectively, are herein called the “Registration Statement.” Any reference in this Agreement to the Registration Statement, the General Disclosure Package (defined below), the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Act, as of each Effective Time or the Execution Time (defined below) or the date of the Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the General Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which termis or is deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, as used hereinthe case may be, includes and all references in this Agreement to amendments or supplements to the Registration Statement, the General Disclosure Package or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder), which is or is deemed to be incorporated by reference in reliance upon exemptions therefromthe Registration Statement, the General Disclosure Package or the Prospectus, as the case may be. Pursuant Any reference herein to the terms of Registration Statement, the Securities and General Disclosure Package, the IndentureProspectus or any Permitted Free Writing Prospectus (as defined below) shall, investors who acquire Securities shall unless otherwise stated, be deemed to have agreed that Securities may only be resold or otherwise transferred, after refer to and include the date hereofdocuments, if such Securities are registered for sale under the Securities Act any, incorporated, or if an exemption from the registration requirements deemed to be incorporated, by reference therein. For purposes of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurethis Agreement:
Appears in 1 contract
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇& Co Inc., Inc. have agreed a Delaware corporation (the "Company"), proposes, subject to act as the several terms and conditions stated herein, to issue and sell to Credit Suisse First Boston LLC (the "Initial Purchasers in connection Purchaser") (i) $200,000,000 principal amount of its 91/2% Senior Notes due 2009 (the "2009 Notes") and (ii) $260,000,000 principal amount of its 11% Senior Notes due 2012 (the "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) Company and U.S. Bank National Association, as trustee (the “"Trustee”"). The Notes will be issued only in book-entry form in , on a private placement basis pursuant to an exemption under Section 4(2) of the name United States Securities Act of Cede & Co., as nominee of The Depository Trust Company 1933 (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”"Securities Act"), among and hereby agrees with the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the DepositaryInitial Purchaser as follows. The holders of the Notes Offered Securities will be entitled to the benefits of a registration rights agreement, to be dated as Registration Rights Agreement of even date herewith between the Closing Date Company and the Initial Purchaser (the “"Registration Rights Agreement”"), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree Company agrees to file with the Commission (as defined below), under certain circumstances set forth therein, (i) a registration statement under ("Exchange Offer Registration Statement") with the Securities Act and Exchange Commission (as defined belowthe "Commission") relating with respect to another series of debt securities a proposed offer (the "Registered Exchange Offer") to the holders of the Company Offered Securities, to issue and ▇▇▇▇▇ and another set of guarantees of the Guarantorsdeliver to such holders, 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 Offered Securities, a like aggregate principal amount of debt securities (the “"Exchange Offer”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) 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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, under certain circumstances specified in 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing DisclosureRegistration Rights Agreement.
Appears in 1 contract
Introductory. Copano Energy, L.L.C., a Delaware limited liability company Onyx Acceptance Financial Corporation (the “"Company”), and Copano Energy Finance Corporation, a Delaware corporation ") proposes to cause Onyx Acceptance Grantor Trust 1998-1 (“▇▇▇▇▇”), propose the "Trust") to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇Merr▇▇▇ ▇▇▇ch, Pier▇▇, ▇▇nn▇▇ & ▇mit▇ ▇▇▇▇▇, orporated (the "Representative") and Solomon Brothers Inc. have agreed to act as the several Initial Purchasers in connection (together with the offering and sale of Representative the Notes"Underwriters") ____% Auto Loan Pass-Through Certificates, Series 1998-1 (the "Certificates"). The Securities (as defined below) Certificates will be issued pursuant to an indenture a Pooling and Servicing Agreement between the Company, as Seller, Onyx Acceptance Corporation as Servicer (the “Indenture”"Servicer" or "Onyx"), to be Bankers Trust Company as Trustee (the "Trustee"), dated as of March 1, 1998 (the Closing Date "Pooling and Servicing Agreement"). Pursuant to an insurance and reimbursement agreement (as defined in Section 2 hereof), the "Insurance Agreement") among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the GuarantorsOnyx Acceptance Corporation, the Trustee and MBIA Insurance Corporation (the Depositary"Insurer"), the Insurer has issued its financial guarantee insurance policy (the "Guarantee") to the Trustee for the benefit of the Certificateholders guaranteeing timely payment of interest and principal on the Certificates. The holders assets of the Notes Trust will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”)include, 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 certain circumstances set forth thereinother things, (i) a registration statement under pool (the Securities Act "Contract Pool") of fixed rate Rule of 78's and Simple Interest Method motor vehicle retail installment sales contracts (the "Contracts") secured by new and used automobiles and light-duty trucks (the "Financed Vehicles"), certain monies due or to become due thereunder on or after the Cutoff Date (as defined belowhereinafter defined), such Contracts to be sold to the Trust by the Seller and serviced by the Servicer, (ii) relating the Guarantee, (iii) security interests in the Financed Vehicles and the rights to another series of debt securities receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual obligors under each related Contract and the right to proceeds under a blanket insurance policy, (iv) all amounts on deposit in the Collection Account, (v) the right of the Company to cause Onyx to repurchase certain Contracts under certain circumstances, and ▇▇▇▇▇ and another set of guarantees (vi) all proceeds of the Guarantors, each respectively with terms substantially identical foregoing. The Certificates will be issued in an aggregate principal amount of $___________ which is equal to the Notes outstanding principal balance of Contracts as of March 1, 1998 (the “Exchange Notes”) "Cut-Off Date"). Capitalized terms used herein and not otherwise herein defined shall have the Guarantees (meanings assigned to such terms in the “Exchange Guarantees”) to be offered in exchange for the Notes Pooling and the Guarantees (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Servicing 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance hereby agrees with the terms of the Indenture, and their respective successors and assigns (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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 termUnderwriters, 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Underwriting Agreement (Onyx Acceptance Grantor Trust 1998-1)
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance CorporationThe CIT Group Securitization Corporation III, a Delaware corporation (“▇▇▇▇▇”the "Depositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group, Inc., a Delaware corporation ("CIT"), propose to issue and sell to the several Initial Purchasers named below CIT (the “Initial Purchasers”), acting severally and not jointlycollectively, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA"Registrants") LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain circumstances set forth therein, (i) previously filed a registration statement under with the Securities Act (as defined below) relating to another series of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 Commission relating to the resale by certain holders issuance and sale from time to time of the Notes, and in each case, up to use its reasonable best efforts to cause such registration statements to be declared effective. The payment $1,000,000,000 of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 that the Initial Purchasers may resell, subject to the conditions set forth hereinhome equity loan asset backed certificates, all or a portion of which may be supported by a limited guarantee of CIT. Each of such certificates and the Securities limited guarantee of CIT are registered under the registration statement referred to purchasers in Section 2(a) (collectively, the "Registered Securities") and the Depositor has authorized the issuance and sale to the Underwriters of the Home Equity Loan Asset Backed Certificates, Series 1998-1 listed on Schedule I hereto (the “Subsequent Purchasers”"Offered Certificates," and, together with the Class B-2, Class B-3, Class B-4, Class IO-X1, Class IO-X2 and Class R-1 and Class R-2 Certificates, the "Certificates") on the terms set forth evidencing interests in the Pricing Disclosure Package a pool (the first time when sales "Mortgage Loan Pool") of certain home equity loans (the Securities are made is referred to herein as the “Time of Sale”"Mortgage Loans"). The Securities are Certificates will be issued under a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") to be offered dated as of July 1, 1998 among the Depositor, The CIT Group/Consumer Finance, Inc. ("CITCF" or "Master Servicer") a Delaware corporation and sold to or through the Initial Purchasers without being registered with the Securities a wholly-owned subsidiary of CIT and Exchange Commission The Bank of New York, as trustee (the “Commission”"Trustee"). The Certificates will evidence specified interests in the Mortgage Loans and certain other property held in trust with respect to such Certificates. The Mortgage Loans and certain other assets of a Trust (the "Trust") will be sold by CITCF to the Depositor pursuant to a Purchase Agreement (the "Purchase Agreement") to be dated as of July 1, 1998 between CITCF and the Depositor and, in turn, by the Depositor to the Trust pursuant to the Pooling and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CITCF to the Depositor will first be purchased by CITCF from (i) The CIT Group/Consumer Finance, Inc. (NY) ("CITCF-NY") pursuant to a Purchase Agreement to be dated as of July 1, 1998 (the "CITCF-NY Sale Agreement") between CITCF-NY and CITCF and (ii) The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Purchase Agreement to be dated as of July 1, 1998 (the "CITSF Sale Agreement") between CITSF and CITCF. [CITCF will enter into a subservicing agreement with CITSF (the "Sub-Servicer") dated as of July 1, 1998 (the "Subservicing Agreement") pursuant to which CITSF will perform certain of the servicing responsibilities of the Master Servicer under the Securities Act of 1933 (as amended, Pooling and Servicing Agreement. The firm or firms listed on the “Securities Act,” attached Schedule I hereto 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein Offered Certificates are hereinafter referred to as the “Pricing DisclosureUnderwriters (the "Underwriters") of such Offered Certificates, and the representative of the Underwriters to whom this Underwriting Agreement (the "Agreement") is addressed is hereinafter referred to as the Representative (the "Representative"). Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Cit Group Securitization Corp Iii)
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Ford Credit Auto Receivables Corporation, a Delaware corporation (“▇▇▇▇▇”the "Seller"), propose proposes to issue sell $[] principal amount of its Series 1996-1 []% Asset Backed Certificates (the "Series 1996-1 Certificates") and sell $[] principal amount of its Series 1996-2 Floating Rate Asset Backed Certificates (the "Series 1996-2 Certificates" and together with the Series 1996-1 Certificates, the "Certificates") of the Ford Credit Auto Loan Master Trust (the "Trust"). Each Certificate will represent a fractional undivided interest in the Trust. The assets of the Trust include, among other things, a pool of wholesale receivables (the "Receivables") generated from time to time pursuant to wholesale automobile loan revolving credit agreements and the related Collateral Security and certain monies due thereunder on or after December 31, 1995 (the "Cutoff Date"), such Receivables having been sold to the several Initial Purchasers named below Trust and serviced for the Trust by Ford Motor Credit Company, a Delaware corporation (the “Initial Purchasers”"Servicer" or "Ford Credit"), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 . The Certificates will be issued in an aggregate principal amount of $[ ], which is approximately equal to []% of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (aggregate principal balance of the “Notes”)Receivables, as of the Cutoff Date. The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) Certificates will be issued pursuant to an indenture a pooling and servicing agreement (the “Indenture”)2 "Agreement") dated as of December 31, 1991, among the Seller, the Servicer and Chemical Bank, as Successor to Manufacturers Hanover Trust Company, as trustee (the "Trustee") and, in the case of the Series 1996-1 Certificates, the Series 1996-1 Supplement to the Agreement, and, in the case of the Series 1996-2 Certificates, the Series 1996-2 Supplement to the Agreement, each to be dated as of December 31, 1995 (together, the Closing Date (as defined in Section 2 hereof"Supplements"), among the CompanySeller, ▇▇▇▇▇, Servicer and the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee Agreement 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) Supplements are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes "Pooling and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange SecuritiesServicing Agreement.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). " In connection with the sale issuance of the SecuritiesCertificates the Trust and Ford Credit will enter into two interest rate swap agreements to be dated as of February 15, 1996 (together, the Company has prepared "Interest Rate Swap Agreements"). Capitalized terms used herein and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (not otherwise defined shall have the “Preliminary Offering Memorandum”), meanings given them in the Pooling and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing DisclosureServicing Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Receivables Corp)
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Concentra Operating Corporation, a Delaware Nevada corporation (“▇▇▇▇▇”the "Company"), propose proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “Initial "Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of ") $300,000,000 aggregate 155,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 91/8% Senior Subordinated Notes due 2018 2012 (the “Notes”). The Company and ▇▇▇▇▇ are referred "Offered Securities") to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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 June 8, 2004 (the Closing Date (as defined in Section 2 hereof"Indenture"), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. The Bank National Associationof 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 (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”"Securities Act"), among and hereby agrees with the several Purchasers as follows: The Company's obligations under the Offered Securities, including the due and punctual payment of interest on the Offered Securities, shall be unconditionally guaranteed (each, a "Guarantee" and, collectively, the "Guarantees") on a senior subordinated basis by each of the Company, ▇▇▇▇▇'s domestic subsidiaries listed on Schedule B hereto (together, the "Guarantors, the Trustee and the Depositary"). The holders of the Notes Offered Securities will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of the Closing Date (the “Registration Rights Agreement”), date hereof among the Company, ▇▇▇▇▇, the Guarantors and the Initial PurchasersPurchasers (the "Registration Rights Agreement"), in substantially the form of Exhibit A hereto, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree 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. Concurrently with the consummation of the issue and sale of the Offered Securities as defined below), under certain circumstances set forth thereinin this Agreement, the Company will (i) a registration statement under the Securities Act (as defined below) relating amend its existing senior credit facility to another series enable it to borrow an additional term loan in an aggregate amount of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantorsup to $70.0 million, 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 purchase for cash all of its 13% Series A and Series B senior subordinated notes due 2009 (the extent required by "13% Notes" and, together with the Registration Rights AgreementCompany's 91/2% senior subordinated notes due 2010, a shelf registration statement the "Existing Notes") that were validly tendered 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the offer to purchase such notes, provided that the amount so tendered shall not be less than a majority in principal amount of the outstanding 13% Notes, (iii) amend the terms of the indenture governing the 13% Notes pursuant to a supplemental indenture, the form of which is attached to the Offer to Purchase and Consent Solicitation Statement dated as of May 10, 2004 (the "Supplemental Indenture") and (iv) declare and pay a cash dividend in the amount of up to $98.3 million to Concentra, Inc., a Delaware corporation and their respective successors and assigns the Company's parent (such persons referred to "Parent"), approximately $1.2 million of which would be paid on a deferred basis (the transactions described in clauses (ii)-(iv) and (ii) are being collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time of Sale”"Transactions"). 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure.
Appears in 1 contract
Introductory. Copano Energy▇▇▇▇ True Temper, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance CorporationInc., a Delaware corporation (“▇▇▇▇▇”the "Company"), propose proposes to issue and sell to the several Initial initial Purchasers named below in Schedule A (the “"Initial Purchasers”"), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 150,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% 's Senior Floating Rate Notes due 2018 2012 (the “"Notes”"). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., LLC and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. First Boston LLC have agreed to act as the several Initial Purchasers 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) and U.S. The Bank National Associationof New York, as trustee (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 (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”"), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 January 14, 2005 (the “"Registration Rights Agreement”"), among the Company, ▇▇▇▇▇, the Guarantors Guarantor and the Initial Purchasers, substantially in the form of Exhibit B hereto, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors 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 (as defined below)Commission, under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basisbasis by ATT Holding Co., jointly and severallya Delaware corporation, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary direct parent corporation of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their its respective successors and assigns (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”"Guarantor"), pursuant to their guarantees the Notation of Guarantee, dated as of January 14, 2005 (the “Guarantees”"Guarantee"). The Notes and the Guarantees Guarantee attached thereto are herein collectively referred to as the “"Securities,” "; and the Exchange Notes and the Exchange Guarantees Guarantee attached thereto are herein collectively referred to as the “"Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”". The Issuers and the Guarantors understand 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 herein 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”") and or Regulation S under the Securities Act (“"Regulation S”") thereunder)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure.
Appears in 1 contract
Introductory. Copano Energy, L.L.C.Prologis Euro Finance LLC, a Delaware limited liability company (the “CompanyIssuer”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers underwriters named below in Schedule A hereto (the “Initial Purchasers”Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth on in Schedule B attached A hereto of $300,000,000 €600,000,000 aggregate principal amount of the CompanyIssuer’s 0.250% Notes due 2027 (the “2027 Notes”), €700,000,000 aggregate principal amount of the Issuer’s 0.625% Notes due 2031 (the “2031 Notes”) and €500,000,000 aggregate principal amount of the Issuer’s 1.500% Notes due 2049 (the “2049 Notes” and, collectively with the 2027 Notes and the 2031 Notes, the “Debt Securities”). G▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities Sachs & Co. LLC, ▇.HSBC Bank plc, J.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation plc and SunTrust M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. & Co. International plc have agreed to act as lead managers of the several Initial Purchasers Underwriters (in such capacity, the “Lead Managers”) 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 hereofbelow) (the “Base Indenture”), among the CompanyIssuer, ▇▇▇▇▇Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the Guarantors (as defined below) “Transaction Parties”), and U.S. Bank National Association, as trustee (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 (supplemented by the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreementfirst supplemental indenture, to be dated as of the Closing Date (the “Registration Rights AgreementFirst Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, ▇▇▇▇▇Issuer, the Guarantors Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the Initial Purchasers“Paying Agent”), pursuant providing for the issuance of debt securities in one or more series, all of which will be entitled to which the Companybenefit of the Guarantees referred to below. The Securities will be issued in book-entry form and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, ▇▇▇▇▇ S.A., (“Clearstream”) and Euroclear Bank SA/NV, as operator of the Guarantors will agree Euroclear System (“Euroclear”). Pursuant to file the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “Guarantees” and, together with the Commission (as defined belowDebt Securities, the “Securities”), under certain circumstances set forth thereinto each holder of Debt Securities, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities full and prompt payment of the Company principal of and ▇▇▇▇▇ any premium, if any, on any Debt Securities when and another set of guarantees of as the Guarantorssame shall become due, each respectively with terms substantially identical to whether at 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”) maturity thereof, by acceleration, redemption or otherwise 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, full and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The prompt payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and any interest on the Notes any Debt Securities when and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes same shall become due and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securitiespayable.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure
Appears in 1 contract
Introductory. Copano EnergySpeedway Motorsports, L.L.C.Inc., a Delaware limited liability company corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers named below in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 100,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.756 3/4% Senior Notes due 2018 2019 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“BofAML”), Inc. have 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 that certain indenture, dated as of February 3, 2011 (as amended or supplemented from time to time, the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date July 1, 2004 (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee Company and the Depositary. On February 3, 2011, the Company issued $150,000,000 in aggregate principal amount of its 6 3/4% Senior Notes due 2019 under the Indenture (the “Existing Notes”). The Notes offered by the Company pursuant to this Agreement constitute an issuance of “Additional Notes” under the Indenture. Except as otherwise described in the Pricing Disclosure Package (as defined below), the Notes offered by the Company pursuant to this Agreement will have identical terms to the Existing Notes and will be treated as a single class of notes for all purposes under the Indenture. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date January 11, 2013 (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree be required to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal ofprincipal, premium premium, if any, and interest and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) all of the guarantors operative subsidiaries of the Company (except for Oil-Chem Research Corporation and its subsidiaries), which are listed on Schedule A attached hereto the signature pages hereof as “Guarantors”, and (ii) any operative subsidiary of the Company formed or acquired after the Closing Date or any other subsidiary that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 herein 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12January 8, 2008 2013 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13January 8, 2008 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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).
Appears in 1 contract
Introductory. Copano Energy, L.L.C.Fluor Corporation, a Delaware limited liability company corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers underwriters named below in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 500,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.753.375% Senior Notes due 2018 2021 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇, Inc. ▇▇ Incorporated and BNP Paribas Securities Corp. have agreed to act as representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) 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 September 8, 2011 (the “Base Indenture”), to be dated as of between the Closing Date (as defined in Section 2 hereof), among the Company, Company and ▇▇▇▇▇▇ Fargo Bank, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, 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 “Depositary”) ), pursuant to a letter Letter of representationsRepresentations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors Company has prepared and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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. 333-156137), 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (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 each Initial Purchaser copies of a Pricing Supplementschedules thereto, dated May 13, 2008 (in the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers form in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurewhich it became effective under the
Appears in 1 contract
Sources: Underwriting Agreement (Fluor Corp)
Introductory. Copano EnergyAmerican Capital, L.L.C.Ltd., a Delaware limited liability company corporation (the “Company”), confirms its agreement with the Representatives (as defined below) and Copano Energy Finance Corporationeach of the other Underwriters named in Schedule A attached hereto and made a part hereof (collectively, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (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 on Schedule B attached hereto portions of $300,000,000 · aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior · Notes due 2018 · (the “NotesSecurities”). The Company Securities will be issued pursuant to an Indenture dated as of , 2009, by and ▇▇▇▇▇ are referred to collectively between the Company, as issuer, and [ ], as trustee (the “Issuers.” Banc Trustee”), as supplemented by a Supplemental Indenture thereto to be dated as of America Securities LLC· (collectively, ▇.▇the “Indenture”). ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation [Underwriter] and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. [Underwriter] have agreed to act as representatives of each of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) 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) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file has filed with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (hereinafter called the “Preliminary Offering Memorandum”), Prospectus Supplement” and has prepared the Basic Prospectus and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (Prospectus Supplement 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 a public offering is called a “Preliminary Prospectus.” All references in this underwriting agreement (this “Agreement”) to the Registration Statement, the 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 solicitation of offers to purchase the SecuritiesElectronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”). The Preliminary Offering Memorandum, Company hereby confirms its agreements with the Underwriters as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Introductory. Copano EnergyLaredo Petroleum, L.L.C.Inc., a Delaware limited liability company corporation (the “Company”)) and wholly-owned subsidiary of Laredo Petroleum Holdings, and Copano Energy Finance CorporationInc., a Delaware corporation (the “▇▇▇▇▇Parent”), propose proposes to issue and sell to the several Initial Purchasers named below in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of an $300,000,000 500,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.757.375% Senior Notes due 2018 2022 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc.Lynch, Credit Suisse Securities Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have ”) 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 27, 2012 (as supplemented by the Supplemental Indenture to be dated as of April 27, 2012, the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, as trustee (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 “Depositary”) 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 from the Company, ▇▇▇▇▇, the Guarantors, the Trustee and Company to 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 April 27, 2012 (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree may be required to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 commercially 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 of, premium and Additional Interest (as defined in the Indenture)premium, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the guarantors entities listed on Schedule A attached hereto the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached related thereto are herein collectively referred to as the “Securities,” ”; and the Exchange Notes and the Exchange Guarantees attached related thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand 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 herein 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12April 24, 2008 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13April 24, 2008 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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).
Appears in 1 contract
Sources: Purchase Agreement (Laredo Petroleum Holdings, Inc.)
Introductory. Copano EnergyAllied World Assurance Company Holdings, L.L.C.Ltd, a Delaware limited liability Bermuda exempted company (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers underwriters named below in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.755.50% Senior Notes due 2018 2020 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“MLPF&S”) and ▇▇▇▇▇ Fargo Securities, Inc. LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) 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 November 15, 2010 (the “Base Indenture”), to be dated as entered into between the Company and The Bank of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National AssociationNew York Mellon, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, 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 “Depositary”) ), pursuant to a letter Letter of representationsRepresentations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors Company has prepared and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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. 333-148409), 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered the offering thereof from time to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers time in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosureaccordance with
Appears in 1 contract
Sources: Underwriting Agreement (Allied World Assurance Co Holdings LTD)
Introductory. Copano EnergyRamaco Resources, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance CorporationInc., a Delaware corporation (“▇▇▇▇▇Company”), propose ) proposes to issue and sell to the several Initial Purchasers underwriters named below in Schedule A hereto (the “Initial PurchasersUnderwriters”), for whom Lucid Capital Markets, LLC is acting severally and not jointlyas representative (the “Representative”), the respective amounts set forth on Schedule B attached hereto of $300,000,000 57,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 8.250% Senior Notes due 2018 2030 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “IndentureFirm Securities”), to be issued pursuant to the provisions of an Indenture, dated as of July 13, 2021 (the Closing Date (as defined in Section 2 hereof)“Base Indenture”) between the Company and Wilmington Savings Fund Society, among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National AssociationFSB, as trustee (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 “Depositary”) pursuant to supplemented by a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, Third Supplemental Indenture to be dated as of the Closing Date between the Company and the Trustee (the “Registration Rights Agreement”)Third Supplemental Indenture” and, among together with the Company, ▇▇▇▇▇Base Indenture, 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 certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Company also proposes to issue and sell to the several Underwriters not more than an additional $8,000,000 aggregate principal amount of its 8.250% Senior Notes due 2030 (the “Optional Securities”), if and to the extent that the Representative shall have elected to exercise, on behalf of the Underwriters, the right to purchase Optional Securities pursuant to the option granted to the Underwriters in Section 3 hereof. The Firm Securities and the Guarantees attached thereto Optional Securities are herein hereinafter collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered Company has filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (No. 333-274324), which registration statement included a related base prospectus (the “Base Prospectus”), relating to certain securities, including the Securities. Such registration statement, including any amendments thereto filed prior to the Applicable Time (as defined below), has been declared effective by the Commission under the Securities Act of 1933 1933, as amended (the “Act”) and the rules and regulations thereunder. The Company will prepare a prospectus in accordance with the provisions of paragraph (b) of Rule 424 (“Rule 424(b)”) of the Rules and Regulations and shall file such prospectus with the Commission prior to 5:30 p.m. (Eastern Time) on the second SEC Business Day following the date of this Underwriting Agreement (this “Agreement”). Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B of the Act (“Rule 430B”) is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of Securities that omitted Rule 430B Information is herein called a “preliminary prospectus.” Except where the context otherwise requires, the shelf registration statement on Form S-3 filed by the Company with the Commission (No. 333-274324), on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, including any information contained in a Prospectus (as amendeddefined below) subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement, collectively, are herein called the “Registration Statement,” and the Base Prospectus, as supplemented by the final prospectus supplement, in the form first used by the Company in connection with confirmation of sales of the Securities, is herein called the “Prospectus.” Any reference in this Agreement to the Registration Statement, the General Disclosure Package (defined below), the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of each Effective Time or the Execution Time (defined below) or the date of the Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system (or any successor system) (“Securities ActE▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the General Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which termis or is deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, as used hereinthe case may be, includes and all references in this Agreement to amendments or supplements to the Registration Statement, the General Disclosure Package or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder), which is or is deemed to be incorporated by reference in reliance upon exemptions therefromthe Registration Statement, the General Disclosure Package or the Prospectus, as the case may be. Pursuant Any reference herein to the terms of Registration Statement, the Securities and General Disclosure Package, the IndentureProspectus or any Permitted Free Writing Prospectus (as defined below) shall, investors who acquire Securities shall unless otherwise stated, be deemed to have agreed that Securities may only be resold or otherwise transferred, after refer to and include the date hereofdocuments, if such Securities are registered for sale under the Securities Act any, incorporated, or if an exemption from the registration requirements deemed to be incorporated, by reference therein. For purposes of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurethis Agreement:
Appears in 1 contract
Introductory. Copano Energy, L.L.C.ABB Finance (USA) Inc., a Delaware limited liability company corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to the several Initial Purchasers underwriters named below in Schedule A (the “Initial PurchasersUnderwriters”), acting severally and not jointly, the respective principal amounts set forth on in such Schedule B attached hereto A of $300,000,000 $ aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as representatives of the several Initial Purchasers Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued as a series of debt securities pursuant to an indenture indenture, dated as of , (the “Base Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), by and among the Company, ▇▇▇▇▇ABB Ltd, an entity organized under the Guarantors laws of Switzerland and indirect parent of the Company, as guarantor (as defined below) the “Guarantor”), and U.S. Deutsche Bank National AssociationTrust Company Americas, as trustee (the “Trustee”). Certain terms of the Notes will be established under a supplemental indenture (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, 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 “Depositary”) ), pursuant to a letter Blanket Issuer Letter of representationsRepresentations, to be dated on or before the Closing Date (as defined in Section 2) (the “DTC Agreement”), among between the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities payment obligations of the Company and ▇▇▇▇▇ and another set of guarantees of under the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), Guarantor pursuant to their guarantees an instrument of guarantee (the “Guarantees”). The Notes Guarantee,” and together with the Guarantees attached thereto are herein collectively referred to as Notes, the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred ”) to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 that the Initial Purchasers may resell, subject be issued pursuant 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 herein 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure.
Appears in 1 contract
Sources: Underwriting Agreement (Abb LTD)
Introductory. Copano EnergySabine Pass Liquefaction, L.L.C.LLC, a Delaware limited liability company (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and Copano Energy Finance Corporationconditions stated herein, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (in the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate U.S.$500,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 5.625% Senior Secured Notes due 2018 2023 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will Notes shall be issued pursuant to under an indenture dated as of February 1, 2013 (the “Base Indenture”), to between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fifth supplemental indenture that will be dated as of May 20, 2014, relating to the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee Notes (the “TrusteeFifth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be issued only in book-entry form in secured by the name of Cede & Co.Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as nominee of The Depository Trust Company common security trustee (the “DepositaryCommon Security Trustee”) pursuant to a letter ), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of representationsMay 28, to be dated on or before the Closing Date 2013 (the “DTC Common Terms Agreement”), among the Company, ▇▇▇▇▇the Secured Debt Holder Group Representatives (as defined therein), the GuarantorsSecured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the DepositaryIntercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree Company agrees to file with the Commission (as defined below), under certain circumstances set forth therein, (i) a 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 Securities Act of 1933, as amended (as defined belowthe “Securities Act”) relating to another series of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 Company hereby 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 herein 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 (Purchasers 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Purchase Agreement (Cheniere Energy Partners, L.P.)
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose The Company proposes to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 750,000,000 in aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 10% Senior Notes due 2018 2013 (the “Notes”). The Company Notes will be offered and ▇▇▇▇▇ are referred to collectively as sold (i) in the United States (the “Issuers.Regulation D Notes”) directly to certain purchasers of the Notes (the “Regulation D Purchasers”) in a private placement (the “Regulation D Placement”) without being registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”) in reliance upon Section 4(2) thereof and/or Regulation D thereunder (“Regulation D”) and (ii) outside the United States (the “Regulation S Notes” Banc and, together with the Regulation D Notes, the “Notes”) to the initial purchasers named herein (the “Initial Purchasers”) in a transaction exempt from the registration requirements of America the Securities LLC, ▇.▇Act (the “Regulation S Offering”) in reliance upon Regulation S of the Securities Act (“Regulation S”). ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have Each of the Initial Purchasers has agreed to act as the several Initial Purchasers placement agents in connection with the offering Regulation D Placement (in such capacity, each, a “Placement Agent” and, collectively, the “Placement Agents”) subject to the terms and conditions and other provisions of a placement agency agreement (the “Placement Agency Agreement”) to be entered into among the Placement Agents and the Company Parties. The Company Parties will enter into a note purchase agreement with the Regulation D Purchasers of the Regulation D Notes (the “Regulation D Purchase Agreement”). Prior to or concurrently with the closing of the Regulation S Offering and the Regulation D Placement, the Company Parties will enter into an Amended and Restated First Lien Credit Agreement with the Lenders party thereto and The Royal Bank of Scotland plc, as Administrative Agent of the Lenders (such agreement and all related loan documents, collectively, the “Credit Agreement”). Proceeds from the sale of the Notes. The Securities , and borrowing under the Credit Agreement will be used to finance the acquisition (the “Pogo Acquisition”) of certain of the offshore Gulf of Mexico oil and natural gas properties (the “Pogo Assets”) of Pogo Producing Company (“Pogo”) pursuant to the Purchase and Sale Agreement (the “Purchase and Sale Agreement”) dated as of April 24, 2007 between Pogo and Energy XXI GOM, LLC, a wholly-owned subsidiary of the Company (“Buyer”), and to repay certain debt and to pay fees and expenses of these transactions as summarized in the Preliminary CIM (as defined below) ). The closing of the Pogo Acquisition under the Purchase and Sale Agreement will occur concurrently with the closing of the Regulation S Offering, the Regulation D Placement and the borrowing under the Credit Agreement (the “Closing Date”). The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among entered between the Company, Parent, and the other guarantors named therein (the “Subsidiary Guarantors,” and together with Parent, the “Guarantors”) and ▇▇▇▇▇▇ Fargo Bank, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in Pursuant to the name of Cede & Co.Indenture, as nominee of The Depository Trust Company (the “Depositary”) pursuant to Guarantors shall fully and unconditionally guarantee, on a letter of representationssenior basis, to be dated on or before each holder of the Closing Date (Notes and the “DTC Agreement”)Trustee, among the payment and performance of the Company, ▇▇▇▇▇, ’s obligations under the Guarantors, the Trustee Indenture and the Depositary. The holders Notes (each such guarantee being referred to herein as a “Guarantee.” Holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date agreement (the “Registration Rights Agreement”), ) to be entered into among the Company, ▇▇▇▇▇Company Parties, the Guarantors Initial Purchasers and the Initial Purchasers, Regulation D Purchasers pursuant to which the CompanyCompany Parties will agree, ▇▇▇▇▇ and among other things to (i) file a registration statement (the Guarantors will agree to file “Registration Statement") with the Commission for a registered offer (as defined below), under certain circumstances set forth therein, (ithe “Exchange Offer”) a registration statement under the Securities Act (as defined below) relating to another series of debt securities exchange any and all of the Company and ▇▇▇▇▇ and another set Notes for a like aggregate principal amount of guarantees of the Guarantors, each respectively with terms substantially notes that are identical in all material respects to the Notes (the “Exchange Notes”), except for that the Exchange Notes will not contain terms with respect to transfer restrictions or liquidated damages, (ii) use their reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act and (iii) use their reasonable best efforts to consummate the Guarantees Exchange Offer, in each case, within the timeframe, and subject to the provisions contained therein. The Company, ▇▇▇▇▇▇▇▇▇ & Company, Inc., as closing agent (the “Exchange GuaranteesClosing Agent”), and ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent, will enter into an escrow agreement (the “Escrow Agreement”) to be offered in exchange provide for the escrow of the proceeds for the purchase of the Notes and the Guarantees (payment of such proceeds on the “Exchange Offer”) and (ii) Closing Date pursuant to the extent required by terms of the Escrow Agreement and as set forth in this Agreement and the Regulation D Purchase Agreement. This Agreement, the Credit Agreement, the Purchase and Sale Agreement, the Indenture, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes Escrow Agreement and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basisEngagement Letter dated as of March 15, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees 2007 (the “GuaranteesEngagement Letter”). The Notes ) between Parent and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers& Company, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”)Inc., are referred to herein collectively as the “Subsidiaries”. The Issuers Transaction Documents,” and the Guarantors understand that transactions contemplated hereby and thereby are referred to herein collectively as the Initial Purchasers propose “Transactions.” This Agreement, the Registration Rights Agreement and the Indenture are referred herein collectively as the “Regulation S Purchase Documents.” Nothing in this Agreement should be read to make an offering of the Securities on limit or otherwise modify the terms and other provisions of the Engagement Letter, provided that, 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 herein 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 event any terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold Engagement Letter are inconsistent with 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (the “Pricing Supplement”), describing the contradict any terms of the Securitiesthis Agreement, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurethis Agreement shall govern.
Appears in 1 contract
Introductory. Copano Energy, L.L.C.Outerwall Inc., a Delaware limited liability company corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose proposes to issue and sell to HSBC Securities (USA) Inc. (“HSBC”) and the other several Initial Purchasers named below in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.755.875% Senior Notes due 2018 2021 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have HSBC 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 June 9, 2014 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date June 9, 2014 (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree be required to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively as applicable, with terms substantially identical to the Notes Exchange Securities (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”as defined below) to be offered in exchange for the Notes and the Guarantees Securities (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 NotesSecurities, 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 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 and Additional Interest (as defined in the Indenture)premium, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the guarantors entities listed on Schedule A attached hereto the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined below) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 notes to be offered in exchange for the Notes in the Exchange Notes Offer (the “Exchange Notes”) and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers This Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities and the Guarantors Indenture are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time of SaleTransaction Documents.”). 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure
Appears in 1 contract
Sources: Purchase Agreement (Outerwall Inc)
Introductory. Copano EnergySabine Pass Liquefaction, L.L.C.LLC, a Delaware limited liability company (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and Copano Energy Finance Corporationconditions stated herein, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (in the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate U.S.$2,000,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 5.625% Senior Secured Notes due 2018 2025 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will Notes shall be issued pursuant to under an indenture dated as of February 1, 2013 (the “Base Indenture”), to between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a sixth supplemental indenture that will be dated as of March 3, 2015, relating to the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee Notes (the “TrusteeSixth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be issued only in book-entry form in secured by the name of Cede & Co.Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as nominee of The Depository Trust Company common security trustee (the “DepositaryCommon Security Trustee”) pursuant to a letter ), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of representationsMay 28, to be dated on or before the Closing Date 2013 (the “DTC Common Terms Agreement”), among the Company, ▇▇▇▇▇the Secured Debt Holder Group Representatives (as defined therein), the GuarantorsSecured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the DepositaryIntercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree Company agrees to file with the Commission (as defined below), under certain circumstances set forth therein, (i) a 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 Securities Act of 1933, as amended (as defined belowthe “Securities Act”) relating to another series of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 Company hereby 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 herein 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 (Purchasers 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Purchase Agreement (Cheniere Energy Partners, L.P.)
Introductory. Copano EnergyPursuant to the terms and conditions of an ADS lending agreement (the “ADS Lending Agreement”), L.L.C.dated as of October 26, a Delaware 2017, between China Lodging Group, Limited, an exempted company incorporated with limited liability company under the laws of the Cayman Islands (the “Company”)) and Deutsche Bank AG, and Copano Energy Finance Corporation, a Delaware corporation London Branch (the “▇▇▇▇▇Borrower”), propose the Company proposes to issue and sell lend to the several Initial Purchasers named below Borrower up to the Maximum Number of ADSs (as such term is defined in the “Initial Purchasers”ADS Lending Agreement), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto such Maximum Number of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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 ADSs being 2,606,278 as of the date hereof. On the First Closing Date (as defined below), the Company will lend to the Borrower 261,000 ADSs, and following the date hereof, the Borrower may, on one or more occasions, subject to the terms and conditions of the ADS Lending Agreement, borrow additional ADSs. The ADSs borrowed by Borrower under the ADS Lending Agreement are herein referred to as the “Securities”. The Company has been advised that the Borrower will transfer the Securities to Deutsche Bank Securities Inc. (the “Underwriter”), an affiliate of the Borrower, which will sell the Securities to the public in Section 2 hereof)an underwritten public offering. The ordinary shares, par or nominal value $0.0001 per share in the capital of the Company (the “Ordinary Shares”) represented by the Securities are to be deposited pursuant to a deposit agreement, dated as of March 25, 2010, among the Company, ▇▇▇▇▇Citibank, the Guarantors (as defined below) and U.S. Bank National AssociationN.A., as trustee (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 depositary (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders owners and beneficial owners from time to time of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date American Depositary Receipts (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 certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the Guarantees (the “Exchange GuaranteesADRs”) 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) issued under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules deposit agreement 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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 evidencing the Securities. The Preliminary Offering Memorandumdeposit agreement, as supplemented by together with the Pricing Supplementnote conversion letter agreement to be dated November 3, 2017 between the Company and the Depositary, is herein referred to as the “Pricing DisclosureDeposit Agreement”.
Appears in 1 contract
Introductory. Copano Energy, L.L.C.The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Company, a Delaware limited liability company Massachusetts corporation (the “Company”), proposes to issue and Copano Energy Finance Corporationsell to ▇▇▇▇▇▇▇ Lynch, a Delaware corporation Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), propose to issue ) and sell to the other several Initial Purchasers named below in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached hereto A of $300,000,000 500,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.755.625% Senior Notes due 2018 2027 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have ▇ 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 March 14, 2019 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank ▇▇▇▇▇ Fargo Bank, National Association, as trustee (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 “Depositary”) 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 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 Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture)premium, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) ▇▇▇▇▇▇’▇, Inc., a Delaware corporation (the guarantors “Parent Guarantor”) and the other entities listed on Schedule A attached hereto the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 DTC Agreement, the Securities and the Exchange Notes and the Exchange Guarantees attached thereto Indenture are herein collectively referred to herein as the “Exchange SecuritiesTransaction Documents.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand 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 herein 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12February 28, 2008 2019 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13February 28, 2008 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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).
Appears in 1 contract
Sources: Purchase Agreement (Carters Inc)
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Regal Cinemas Corporation, a Delaware corporation (“▇▇▇▇▇”the "Company"), propose agrees with the several underwriters named in Schedule A hereto (the "Underwriters"), for whom Credit Suisse, Barclays Capital Inc., Banc of America Securities LLC and Deutsche Bank Securities Inc. are acting as representatives (collectively, the "Representatives"), subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of Underwriters $300,000,000 aggregate 250,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 8.625% Senior Notes due 2018 2019 (the “Notes”"Offered Securities"). The Company and ▇▇▇▇▇ are referred , to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture under the indenture, dated as of July 15, 2009 (the “"Original Indenture”"), among the Company, the guarantors named therein (the "Guarantors" and each a "Guarantor") and U.S. Bank National Association, as Trustee, to be amended and supplemented by the First Supplemental Indenture thereto, to be dated as of the Closing Date (as defined in Section 2 hereofbelow), among the Company, ▇▇▇▇▇the Guarantors and Trustee (the "First Supplemental Indenture," and collectively with the Original Indenture, the "Indenture"). The Offered Securities will be fully and unconditionally, jointly and severally, guaranteed by each of the Guarantors (such guarantees, the "Guarantees"). As described in the General Disclosure Package (as defined below) and U.S. Bank National Association), as trustee (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 “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined below), the “DTC Company and the Guarantors will enter into a Sixth Amended and Restated Credit Agreement (the "New Credit Facility") with Credit Suisse AG, as administrative agent, and the other lenders party thereto, and a portion of the net proceeds from the issuance and sale of the Offered Securities, together with the borrowings under the New Credit Facility borrowed on the Closing Date, will be used to repay all outstanding borrowings under the Fifth Amended and Restated Credit Agreement”, dated as of October 27, 2006, as amended (the "Existing Credit Agreement"), among the Company, ▇▇▇▇▇Credit Suisse AG, the GuarantorsCayman Islands Branch, the Trustee as administrative agent, and the Depositaryother lenders party thereto. The holders entering into 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 Guarantors New Credit Facility and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain circumstances set forth therein, (i) a registration statement repayment of all outstanding borrowings under the Securities Act (as defined below) relating to another series of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 Existing Credit 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 payment of principal of, premium and Additional Interest (as defined described in the Indenture)General Disclosure Package, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time "Credit Facility Transactions." Each of Sale”). The Securities are to be offered the Company and sold to or through each of the Initial Purchasers without being registered Guarantors hereby agrees with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (several Underwriters 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Lear Corporation, a Delaware corporation (“the "COMPANY"), proposes, ▇▇▇▇▇”)ect to the terms and conditions stated herein, propose to issue and sell the several initial purchasers named in Schedule A hereto (the "PURCHASERS") U.S. $515,000,000 principal amount at maturity of its Zero-Coupon Convertible Senior Notes due 2022 (the "FIRM SECURITIES") and also proposes to grant to the Purchasers an option, exercisable from time to time by Credit Suisse First Boston Corporation to purchase an aggregate of up to an additional U.S. $125,000,000 principal amount at maturity ("OPTIONAL SECURITIES") of its Zero-Coupon Convertible Senior Notes, each to be guaranteed on a joint and several Initial Purchasers named below (basis by the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth Guarantors listed on Schedule B attached hereto of $300,000,000 aggregate principal amount of (each a "GUARANTOR" and together, the Company’s "GUARANTORS") and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred each to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers 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 20, 2002 (the Closing Date (as defined in Section 2 hereof"INDENTURE"), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. The Bank National Associationof New York, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in Firm Securities and the name of Cede & Co., as nominee of The Depository Trust Company (Optional Securities which the “Depositary”) Purchasers may elect to purchase pursuant to a letter Section 3 hereof are herein collectively called the "OFFERED SECURITIES". The United States Securities Act of representations, 1933 is herein referred to be dated on or before as the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. "SECURITIES ACT." The holders of the Notes Offered Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), Agreement of even date herewith among the Company, ▇▇▇▇▇, the Guarantors and the Initial PurchasersPurchasers (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”"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 The Company 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection Guarantors each hereby agrees with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial several Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Purchase Agreement (Lear Corp /De/)
Introductory. Copano Energy, L.L.C.Sunoco LP, a limited partnership organized under the laws of the State of Delaware limited liability company (the “CompanySunoco”), and Copano Energy Sunoco Finance CorporationCorp., a corporation organized under the laws of the State of Delaware corporation (“▇▇▇▇▇Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named below in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on in such Schedule B attached A hereto of $300,000,000 800,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75Issuers’ 6.375% Senior Notes due 2018 2023 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have ▇ 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 1, 2015 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇Issuers, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (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 “Depositary”) ), 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 Company, ▇▇▇▇▇, the GuarantorsIssuers, the Trustee 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 April 1, 2015 (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇Issuers, the Guarantors 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 Company, ▇▇▇▇▇ and the Guarantors Issuers will agree be required to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively Issuers 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. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers, the Guarantors and ETP Retail are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium and Additional Interest (as defined in the Indenture)premium, if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, severally by (i) the guarantors entities listed on Schedule A attached hereto the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company Sunoco 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). In connection with the Acquisition (as defined below), ETP Retail, will enter into a Guarantee of Collection with Sunoco 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 attached thereto are herein collectively referred to as the “Securities,” ”; and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as Sunoco has entered into that certain Contribution Agreement (the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇Contribution Agreement”), Southern Dome L.L.C.dated as of March 23, 2015, among ETP Retail, Energy Transfer Partners, L.P., a Delaware limited partnership and the sole member of ETP Retail (“ETP”), and Sunoco, LLC, a Delaware limited liability company (“Southern DomeSLLC”), Bighorn Gas Gathering L.L.C., pursuant to which Sunoco will acquire from ETP Retail a Delaware 31.58% limited liability company interest in SLLC (the “BighornAcquisition”). The Contribution Agreement, this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), the Indenture are referred to herein as the “Transaction Documents.” The issuance and sale of the Notes, the issuance of the Guarantees, the Acquisition, the repayment of certain borrowings under the credit agreement among Sunoco, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer, dated September 25, 2014 (together with any amendment thereto, the “Revolving Credit Facility”) as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “Subsidiaries”. Transactions.” The Issuers 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 herein 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”) and or Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12March 23, 2008 2015 (the “Preliminary Offering Memorandum”), and has have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13March 27, 2008 2015, in the form attached hereto as 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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). 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 Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “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. Sunoco GP LLC, a Delaware limited liability company (the “General Partner”), is the sole general partner of Sunoco and a wholly owned subsidiary of ETP. The subsidiaries of Sunoco listed on Schedule B hereto are collectively referred to herein as the “Subsidiaries.” The General Partner, the Guarantors and the Issuers are collectively referred to herein as the “Partnership Parties.” Each Partnership Party hereby confirms its agreements with the Initial Purchasers as follows:
Appears in 1 contract
Sources: Purchase Agreement
Introductory. Copano Energy, L.L.C.Regal Cinemas Corporation, a Delaware limited liability company corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation agrees with the several initial purchasers named in Schedule A hereto (the “▇▇▇▇▇Purchasers”), propose for whom Credit Suisse is acting as representative, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate 400,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 8.625% Senior Notes due 2018 2019 (the “NotesOffered Securities”). The Company and ▇▇▇▇▇ are referred , to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture dated as of July 15, 2009 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors guarantors named therein (as defined belowthe “Guarantors” and each a “Guarantor”) and 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 (the “TrusteeSecurities Act”). The Notes Offered Securities will be issued only in book-entry form fully and unconditionally, jointly and severally, guaranteed by each of the Guarantors (such guarantees, the “Guarantees”). Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 Date, among the Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), among . Pursuant to the Company, ▇▇▇▇▇Registration Rights Agreement, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ Company and the Guarantors will agree to file with the Securities and Exchange Commission (as defined below), the “Commission”) under certain the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933 (as defined belowthe “Securities Act” and, such registration statement, the “Exchange Offer Registration Statement”) relating to another series of debt securities of the Company Company’s 8.625% Senior Notes due 2019, Series B, and ▇▇▇▇▇ the Guarantees endorsed thereon, to be issued under the Indenture and another set of guarantees of the Guarantors, each respectively with terms substantially identical in all material respects to the Notes Offered Securities and the Guarantees endorsed thereon but registered under the Securities Act (the “Exchange Notes”) Securities” and, together with the Offered Securities and the Guarantees (Guarantees, the “Exchange GuaranteesSecurities”) ), and to be offered in exchange for the Notes Offered Securities and the Guarantees endorsed thereon (such offer to exchange being referred to as 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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 (the “Rule 144A”) Shelf Registration Statement” and Regulation S under the Securities Act (Exchange Offer Registration Statement, each a “Regulation SRegistration Statement”)). In connection Each of the Company and each of the Guarantors hereby agrees with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial several Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Introductory. Copano Energy, L.L.C., a Delaware limited liability company United Rentals (the “Company”North America), and Copano Energy Finance CorporationInc., a Delaware corporation (“▇▇▇▇▇”the "Company"), propose proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “Initial "Purchasers”") U.S.$450,000,000 principal amount of its 10 3/4% Senior Notes Due April 15, 2008 ("Notes"). The Notes will be unconditionally guaranteed (each, a "Guaranty") on a senior unsecured basis by United Rentals, Inc., a Delaware corporation and parent of the Company ("Holdings"), acting severally and not jointly, each of the respective amounts set forth Company's subsidiaries listed on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”"Subsidiary Guarantors" and, together with Holdings, the "Guarantors"). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale Notes will also be guaranteed by each subsequently organized domestic subsidiary of the Notes. The Securities Company that becomes a guarantor pursuant to 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) and U.S. Bank National Association, as trustee (the “Trustee”hereinafter defined). The Notes will be issued only in book-entry form in the name under an indenture dated as of Cede & Co.April 20, as nominee of The Depository Trust Company 2001 (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”"Indenture"), among the Company, ▇▇▇▇▇the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the Guaranties are together referred to as the "Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". The following transactions (collectively, the Guarantors, "Transactions") will occur concurrently with the Trustee and the Depositary. The holders consummation of the Notes offering of the Offered Securities (the "Offering"): (i) the Company will obtain $1.5 billion senior secured credit facilities (the "Senior Credit Facilities"), consisting of $750.0 million in term loans (all of which will be entitled to the benefits of a registration rights agreement, to be dated as of drawn on the Closing Date (as hereinafter defined)) and $750.0 million in revolving credit facilities (an estimated $652.3 million of which will be drawn on the “Registration Rights Agreement”Closing Date, subject to adjustment as provided in the Offering Document), under a credit agreement and related documentation among the Company, ▇▇▇▇▇the lenders party thereto and The Chase Manhattan Bank, as administrative agent (the "Credit Agreement"), and (ii) the Company will use the proceeds of the Notes and of its borrowings under the Senior Credit Facilities on the Closing Date to (A) permanently repay the outstanding indebtedness under the Company's existing revolving credit facility, (B) repay the Company's outstanding term loans, (C) repay obligations under a synthetic lease and (D) pay transaction costs relating to the offering of the Notes and the Senior Credit Facilities. This Agreement, the Guarantors Registration Rights Agreement (as hereinafter defined), the Indenture and the Initial Purchasers, pursuant Guaranties are referred to which herein as the Company, ▇▇▇▇▇ "Operative Documents". The Credit Agreement and the Guarantors will agree other documents related to file with the Commission (Transactions are referred to herein collectively as defined below), under certain circumstances set forth therein, the "Transaction Documents".
(i) a registration statement (the "Exchange Offer Registration Statement") under the Securities Act (as defined below) relating to another series registering an issue of debt securities senior notes of the Company and ▇▇▇▇▇ and another set of guarantees of guaranteed by the GuarantorsGuarantors (the "Exchange Securities"), each respectively with terms substantially which shall be identical in all material respects to the Notes Offered Securities (except that the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”Securities will not contain terms with respect to registration rights or transfer restrictions) to be offered in exchange for the Notes and the Guarantees Offered Securities (the “"Registered Exchange Offer”") and (ii) to the extent required by under certain circumstances specified in the Registration Rights Agreement, a shelf registration statement (the "Shelf Registration Statement") pursuant to Rule 415 of under 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 effectiveAct. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), jointly and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered severally agree with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (several Purchasers 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosurefollows:
Appears in 1 contract
Sources: Purchase Agreement (United Rentals North America Inc)
Introductory. Copano Energy, L.L.C.iStar Financial Inc., a Delaware limited liability company Maryland corporation (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“confirms its agreement with ▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc.Lynch, Credit Suisse Securities Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $175,000,000 aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2016 (the “Initial Securities”) and (ii) the grant by the Company to the Initial Purchasers, 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 1.50% Convertible Senior Notes due 2016 (the “Option Securities” and, together with the Initial Securities, the “Securities”). ▇▇▇, Inc. have ▇▇▇▇ ▇▇▇▇▇ 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, 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-fifth Supplemental Indenture, to be dated as of the Closing Date (as defined in Section 2 hereof)) between the Company and the Trustee (such supplemental indenture, among together with the Company, ▇▇▇▇▇Base Indenture, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “TrusteeIndenture”). The Notes Securities will be convertible, upon the terms and conditions set forth in the Indenture, into shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The Securities will be issued only 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, to be dated on or before the Closing Date (the “DTC Agreement”)Date, among the Company, ▇▇▇▇▇, the Guarantors, the Trustee 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 This Agreement”), among the Company, ▇▇▇▇▇, the Guarantors Securities and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons Indenture are referred to in clauses (i) and (ii) are collectively referred to herein as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange SecuritiesTransaction Documents.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand 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 herein as the “Time of Sale”Sale”(which for purposes of this Agreement is 4:25 p.m., New York City time, on the date hereof)). 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 that acquire Securities shall be deemed to have agreed that Securities may only be resold resell or otherwise transferred, after the date hereof, transfer such Securities if such 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 under the Securities Act (“Rule 144A”) of the rules and Regulation S regulations promulgated under the Securities Act (“Regulation S”))Act. In connection with the sale of the Securities, the The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12November 13, 2008 2013 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May November 13, 2008 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, as supplemented by Memorandum and the Pricing Supplement, is Supplement are herein referred to as the “Pricing DisclosureDisclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). 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 Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “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
Introductory. Copano EnergyAmeriPath, L.L.C.Inc., a Delaware limited liability company corporation (the “Company”)) and a wholly owned subsidiary of AmeriPath Holdings, and Copano Energy Finance Corporation, a Delaware corporation Inc. (“▇▇▇▇▇Parent”), propose proposes, subject to the terms and conditions stated herein, to issue and sell to the several Initial Purchasers initial purchasers named below in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of ) $300,000,000 aggregate 75,000,000 principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75its 10 1/2% Senior Subordinated Notes due 2018 2013 (the “NotesOffered Securities”). The Company and ▇▇▇▇▇ are referred ) to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an as additional securities under the indenture dated as of March 27, 2003 (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined in paragraph 2(e) below) and 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, as amended (the “TrusteeSecurities Act”). The Notes Concurrently with the consummation of the purchase and sale of the Offered Securities, the Company will be issued only in book-entry form in enter into an amendment to the name of Cede & Co., as nominee of The Depository Trust Company credit agreement (the “DepositaryAmendment and Restatement”) pursuant dated as of March 27, 2003 (as amended, the “Amended and Restated Credit Agreement”) among itself, Parent, the guarantors named therein, Credit Suisse First Boston, as administrative and collateral agent, and the lenders named therein. In connection therewith, the Company hereby agrees with the several Purchasers as follows: The obligation of the Company to a letter of representations, sell to be dated on or before the Closing Date several Purchasers the Offered Securities is subject to the Company’s obtaining the requisite consents (the “DTC AgreementConsents”), among ) from the Company, ▇▇▇▇▇, lenders required to effect the Guarantors, the Trustee Amendment and the DepositaryRestatement. The holders of the Notes Offered Securities will be entitled to the benefits of a registration rights agreementRegistration Rights Agreement among the Company, to be dated as of the Closing Date Guarantors and the Purchasers (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree Company agrees to file with the Commission (as defined below), under certain 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 and ▇▇▇▇▇ and another set of guarantees of the Guarantors, 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 payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company 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 (such persons referred to in clauses (i) and (ii) are collectively referred to as 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 Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers 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 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 herein 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”) registering the resale of the Offered Securities 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”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (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, as supplemented by the Pricing Supplement, is herein referred to as the “Pricing Disclosure.
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