Issuance of Notes. The Company proposes to issue and sell to UBS Securities LLC (the “Representative”) and Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co. (together with the Representative, the “Initial Purchasers”) $225,000,000 aggregate principal amount of 7.125% Senior Notes due 2016 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and between the Issuers and The Bank of New York Trust Company, National Association, as trustee (the "Trustee”). The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated as of March 29, 2006, the "Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof (the "Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after 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 Pricing Disclosure Package, 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 that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes” and, together with the Original Notes, the “Notes”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the Original Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” relating to the resale by certain holders of the Original Notes and the Guarantees thereof, (ii) to use its reasonable best efforts to cause the Exchange Offer Registration Statement and, if applicable, the Shelf Registration Statement to be declared effective and (iii) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.”

Appears in 1 contract

Samples: Purchase Agreement (Basic Energy Services Inc)

Issuance of Notes. The Company proposes to issue and sell to UBS Securities LLC (the “~~Representative”) and Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co. (together with the Representative, the “~~Initial ~~Purchasers~~Purchaser”) $~~225,000,000~~ 297,000,000 aggregate principal amount of ~~7.125~~8.625% Senior Notes due ~~2016~~ 2018 (the “Original Notes”). Concurrently, the Company proposes to issue and sell to certain accredited investors $3,000,000 aggregate principal amount of the Senior Notes due 2018 (the “Regulation D Notes”), such offer and sale of Regulation D Notes referred to herein as the “Regulation D Private Placement.” The Company’s obligations under the Original Notes, the Regulation D Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), ) on a senior ~~basis,~~ unsecured basis by ~~each of~~ the ~~Subsidiaries (as defined below)~~ Guarantors listed on ~~the signature pages~~ Schedule I hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees related thereto are referred to herein as the “Offered Securities.” The Offered Securities, the Regulation D Notes and the related Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and ~~between~~ among the ~~Issuers~~ Issuers, and The Bank of New York Mellon Trust Company, ~~National Association~~N.A., a national banking association, as trustee (the "“Trustee”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein). The Offered Securities will be offered and sold to the Initial ~~Purchasers~~ Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated ~~as of March 29~~September 14, ~~2006,~~ 2010 (the "“Preliminary Offering Memorandum”), ) and a pricing supplement thereto dated the date hereof in the form of Exhibit C hereto (the "“Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “~~Final~~ Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Offering Memorandum, as the case may be. The Initial ~~Purchasers have~~ Purchaser has advised the Issuers that the Initial ~~Purchasers intend~~Purchaser intends, as soon as ~~they deem~~ it deems practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Offered Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure ~~Package,~~ Package solely to (i) persons whom the Initial ~~Purchasers~~ Purchaser reasonably ~~believe~~ believes to be “qualified institutional buyers” (“~~QIBs~~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 that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”~~) in accordance with Regulations S (~~); the persons specified in clauses (i) and (ii), ) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon issuance of the Securities and until such time as the same is no longer required under the applicable requirements of the Act, the Offered Securities shall bear the legends relating thereto set forth under “Transfer Restrictions” and the Regulation D Notes shall bear the legends relating thereto set forth under “Private Placement” in the Offering Memorandum. Holders (including subsequent transferees) of the Securities will have the benefit of the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”). ) to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Pursuant to the Registration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), ) the “Exchange Notes” and, together with the Original Notes and the Regulation D Notes, the “Notes,”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the Original Notes, the Regulation D Notes (if applicable) and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the 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 Original Notes, the Regulation D Notes and the Guarantees thereof, (ii) to use ~~its~~ their reasonable best efforts to cause ~~the~~ such Exchange Offer Registration Statement and, if applicable, the Shelf Registration Statement to be declared effective and (iii) use their reasonable best efforts to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The Securities are being offered and sold by the Issuers in connection with a tender offer by the Company for all of its existing $200,000,000 7.125% Senior Notes due 2013 (the “Tender Offer”). The issuance and sale of the Securities is referred to as the “Transaction.”

Appears in 1 contract

Samples: Purchase Agreement (Phi Inc)

Issuance of Notes. The Company proposes to issue and sell to UBS Securities LLC (the “~~Representative”) and Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co. (together with the Representative, the “~~Initial ~~Purchasers~~Purchaser”) $~~225,000,000~~ 500,000,000 aggregate principal amount of ~~7.125~~5.25% Senior Notes due ~~2016~~ 2019 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), ) on a senior ~~basis,~~ unsecured basis by ~~each of~~ the ~~Subsidiaries (as defined below)~~ Guarantors listed on ~~the signature pages~~ Schedule I hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees related thereto are referred to collectively herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and ~~between~~ among the ~~Issuers~~ Issuers, and ~~The~~ U.S. Bank ~~of New York Trust Company,~~ National Association, a national banking association, as trustee (the "“Trustee”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein). The Securities will be offered and sold to the Initial ~~Purchasers~~ Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated ~~as of~~ March 295, ~~2006,~~ 2014 (the "“Preliminary Offering Memorandum”), ) and a pricing supplement thereto dated the date hereof in the form of Exhibit C hereto (the "“Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “~~Final~~ Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Offering Memorandum, as the case may be. The Initial ~~Purchasers have~~ Purchaser has advised the Issuers that the Initial ~~Purchasers intend~~Purchaser intends, as soon as ~~they deem~~ it deems practicable after 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 Pricing Disclosure ~~Package,~~ Package solely to (i) persons whom the Initial ~~Purchasers~~ Purchaser reasonably ~~believe~~ believes to be “qualified institutional buyers” (“~~QIBs~~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 that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”~~) in accordance with Regulations S (~~); the persons specified in clauses (i) and (ii), ) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon issuance of the Securities and until such time as the same is no longer required under the applicable requirements of the Act, the Securities shall bear the legends relating thereto set forth under “Transfer Restrictions.” Holders (including subsequent transferees) of the Securities will have the benefit of the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”). ) to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Pursuant to the Registration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), ) the “Exchange Notes” and, together with the Original Notes, the “Notes,”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the Original Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the 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 Original Notes and the Guarantees thereof, (ii) to use ~~its~~ their reasonable best efforts to cause ~~the~~ such Exchange Offer Registration Statement and, if applicable, the Shelf Registration Statement to be declared effective and (iii) use their reasonable best efforts to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The Securities are being offered and sold by the Issuers in connection with a tender offer (the “Tender Offer”) by the Company for all of its existing $300,000,000 8.625% Senior Notes due 2018 (the “Existing Notes”). The issuance and sale of the Securities is referred to as the “Transaction.”

Appears in 1 contract

Samples: Purchase Agreement (Phi Inc)

Issuance of Notes. The Company proposes to issue and sell to ~~UBS Securities LLC~~ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (~~the~~ “~~Representative~~Xxxxxxx Xxxxx”) and ~~Banc of America Securities LLC~~Xxxxx Fargo Securities, ~~Lxxxxx Brothers~~LLC (together with Xxxxxxx Xxxxx, ~~Inc.~~the “Representatives”), ~~Credit Suisse Securities (USA) LLC~~ and ~~Gxxxxxx, Sachs & Co.~~ the other several Initial Purchasers named in Schedule I hereto (together with the ~~Representative~~Representatives, the “Initial Purchasers”) $~~225,000,000~~ 275,000,000 aggregate principal amount of ~~7.125~~7 3/4% Senior Notes due ~~2016~~ 2019 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined ~~below~~herein) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior unsecured basis, by each of the Subsidiaries (as defined ~~below~~herein) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and between the Issuers and The Bank of New York Mellon Trust Company, National Association, as trustee (the "“Trustee”). The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary ~~offering memorandum~~Offering Memorandum, dated as of ~~March 29~~February 1, ~~2006~~2011, the "“Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date ~~hereof~~ hereof, which includes the information contained in Schedule III hereto (the "“Pricing Supplement”). The Preliminary Offering Memorandum (as amended and supplemented immediately prior to the Applicable Time (as defined herein)) and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after 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 Pricing Disclosure Package, 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 that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes” and, together with the Original Notes, the “Notes”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the Original Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” relating to the resale by certain holders of the Original Notes and the Guarantees thereof, (ii) to use its reasonable best efforts to cause the Exchange Offer Registration Statement and, if applicable, the Shelf Registration Statement to be declared effective and (iii) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.”this

Appears in 1 contract

Samples: Purchase Agreement (Basic Energy Services Inc)

Issuance of Notes. The Company proposes to issue and sell to ~~UBS Securities LLC~~ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (~~the~~ “~~Representative~~Xxxxxxx Xxxxx”) and ~~Banc of America Securities LLC~~Xxxxx Fargo Securities, ~~Lxxxxx Brothers~~LLC (together with Xxxxxxx Xxxxx, ~~Inc.~~the “Representatives”), ~~Credit Suisse Securities (USA) LLC~~ and ~~Gxxxxxx, Sachs & Co.~~ the other several Initial Purchasers named in Schedule I hereto (together with the ~~Representative~~Representatives, the “Initial Purchasers”) $~~225,000,000~~ 275,000,000 aggregate principal amount of ~~7.125~~7 3/4% Senior Notes due ~~2016~~ 2019 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined ~~below~~herein) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior unsecured basis, by each of the Subsidiaries (as defined ~~below~~herein) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and between the Issuers and ~~The Bank of New York Trust Company~~Xxxxx Fargo Bank, ~~National Association~~N.A., as trustee (the "“Trustee”). The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary ~~offering memorandum~~Offering Memorandum, dated as of ~~March 29~~February 1, ~~2006~~2011, the "“Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date ~~hereof~~ hereof, which includes the information contained in Schedule III hereto (the "“Pricing Supplement”). The Preliminary Offering Memorandum (as amended and supplemented immediately prior to the Applicable Time (as defined herein)) and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after 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 Pricing Disclosure Package, 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 that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes” and, together with the Original Notes, the “Notes”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the Original Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” relating to the resale by certain holders of the Original Notes and the Guarantees thereof, (ii) to use its reasonable best efforts to cause the Exchange Offer Registration Statement and, if applicable, the Shelf Registration Statement to be declared effective and (iii) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.”this

Appears in 1 contract

Samples: Purchase Agreement (Basic Energy Services Inc)

Issuance of Notes. The Company proposes to issue and sell to ~~UBS Securities~~ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”), Xxxxxxx, Xxxxx & Co. and Xxxxx Fargo Securities, LLC (collectively, the “~~Representative~~Representatives”) ), and ~~Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co.~~ the other several Initial Purchasers named in Schedule I hereto (together with the ~~Representative~~Representatives, the “Initial Purchasers”) $~~225,000,000~~ 200,000,000 aggregate principal amount of ~~7.125~~73/4% Senior Notes due ~~2016~~ 2019 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined ~~below~~herein) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior unsecured basis, by each of the Subsidiaries (as defined ~~below~~herein) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued ~~pursuant to an indenture~~ as additional notes under the Indenture dated as of February 15, 2011 (the “Indenture”~~), to be dated the Closing Date (as defined herein~~), by and between the Issuers and ~~The Bank of New York Trust Company~~Xxxxx Fargo Bank, ~~National Association~~N.A., as trustee (the "“Trustee”)) pursuant to which, on February 15, 2011, the Company issued $275,000,000 aggregate principal amount of 73/4% Senior Notes due 2019. The Original Notes and the notes previously issued on February 15, 2011 will be deemed to be in the same series of notes under the Indenture. The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary ~~offering memorandum~~Offering Memorandum, dated as of ~~March 29~~June 8, ~~2006~~2011, (the "“Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date ~~hereof~~ hereof, which includes the information contained in Schedule III hereto (the "“Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after 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 Pricing Disclosure Package, 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 that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as ~~defined in the Registration Rights Agreement), the “Exchange Notes”~~ amended and, together with the Original Notes, the “Notes”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the Original Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” relating to the resale by certain holders of the Original Notes and the Guarantees thereof, (ii) to use its reasonable best efforts to cause the Exchange Offer Registration Statement and, if applicable, the Shelf Registration Statement to be declared effective and (iii) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.”

Appears in 1 contract

Samples: Purchase Agreement (Basic Energy Services Inc)

Issuance of Notes. The Company proposes to issue and sell to UBS Warburg LLC and Deutsche Bank Securities ~~LLC~~ Inc. (the “Representative”) and Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co. (together with the Representative, the “Initial Purchasers”"INITIAL PURCHASERS") $~~225,000,000~~ 200,000,000 aggregate principal amount of ~~7.125~~9 3/8% Senior Notes due ~~2016~~ 2009 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”"ORIGINAL NOTES"). The Original Notes ~~and the Guarantees are referred to herein as the “Securities.” The Securities~~ will be issued pursuant to an indenture (the ~~“Indenture”~~"INDENTURE"), to be dated the Closing Date (as defined herein), by and ~~between~~ among the ~~Issuers~~ Company, the Guarantors and The Bank of New ~~York Trust Company, National Association~~York, as trustee (the "~~Trustee”~~TRUSTEE"). The ~~Securities~~ Company's obligations under the Original Notes and the Indenture will be unconditionally guaranteed (the "GUARANTEES") on an unsecured senior basis by the Guarantors listed on Schedule I hereto (collectively, the "GUARANTORS" and, collectively with the Company, the "ISSUERS"). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein). The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the ~~“Act”~~"ACT"). The Issuers have prepared a preliminary offering memorandum, dated ~~as of March 29~~April 4, ~~2006,~~ 2002 (the "~~Preliminary Offering Memorandum”~~PRELIMINARY OFFERING MEMORANDUM"), and a pricing supplement thereto dated the date hereof (the "Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the ~~“Final~~ "OFFERING MEMORANDUM") relating to the Company, the Guarantors and the Original Notes. Any reference herein to the Preliminary Offering ~~Memorandum”~~Memorandum or the Offering Memorandum shall be deemed to refer to and include the documents incorporated by reference therein (and any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), that are deemed to be incorporated therein). The Initial Purchasers have advised the ~~Issuers~~ Company 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”~~"EXEMPT RESALES") the ~~Securities~~ Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the ~~Pricing Disclosure Package~~Offering Memorandum, 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”~~"QIBS"), ~~in accordance with Rule 144A~~ and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the ~~Act (“Regulation S”) in accordance with Regulations S (~~Act; the persons specified in clauses (i) and (ii)) are sometimes collectively referred to herein as the "ELIGIBLE PURCHASERS." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the ~~“Eligible Purchasers”).~~ Original Notes shall bear the legend relating thereto set forth under "Notice to Investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT") to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Pursuant to the Registration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, (i) file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the ~~“Exchange Offer Registration Statement”~~"EXCHANGE OFFER REGISTRATION STATEMENT") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), ) the ~~“Exchange Notes”~~ "EXCHANGE NOTES" and, together with the Original Notes, the ~~“Notes”), guaranteed by~~ "NOTES," which term includes the ~~guarantors under the Indenture,~~ guarantees related thereto) to be offered in exchange for the Original Notes ~~and the Guarantees thereof~~ (the ~~“Exchange Offer”~~"EXCHANGE OFFER") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the ~~“Shelf~~ "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement” , the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Original ~~Notes~~ Notes, and ~~the Guarantees thereof,~~ (ii) to use ~~its~~ their reasonable best efforts to cause ~~the Exchange Offer~~ such Registration ~~Statement and, if applicable, the Shelf Registration Statement~~ Statements to be declared ~~effective and (iii) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement~~effective. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “"NOTE DOCUMENTS." The Company will pay off and terminate its existing bank credit facilities and enter into a new senior revolving credit agreement (the "NEW CREDIT AGREEMENT") with Whitney National Bank, whereby the Company will have available a $50.0 million revolving credit facility, subject to a borrowing base as set forth in the New Credit Agreement. The Note ~~Documents~~Documents and the New Credit Agreement are collectively referred to herein as the "TRANSACTION DOCUMENTS.”"

Appears in 1 contract

Samples: Purchase Agreement (Helicopter Management LLC)

Issuance of Notes. The ~~Company proposes~~ Issuers propose to issue and sell to UBS Securities LLC (the “Representative”) and ~~Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co.~~ the other initial purchasers listed on Schedule I hereto (together with the Representative, the “Initial Purchasers”) $~~225,000,000~~ 150,000,000 in aggregate principal amount of ~~7.125~~8.25% Senior Notes due ~~2016~~ 2018 (the “Original Notes”). The ~~Company’s~~ Issuers’ obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees” and, together with the Original Notes, the “Securities”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (each individually, a “Guarantor” and collectively, the “Guarantors~~,” and, together with the Company, the “Issuers~~”). ~~The Original Notes and the Guarantees are 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 herein), ) by and ~~between~~ among the ~~Issuers~~ Issuers, the Guarantors and ~~The~~ U.S. Bank ~~of New York Trust Company,~~ National Association, as trustee (the "“Trustee”). The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated as of March 293, ~~2006,~~ 2010 (the "“Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof (the "“Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after 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 Pricing Disclosure Package, 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 that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with ~~Regulations~~ Regulation S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). . Holders (aincluding subsequent transferees) of the Securities will have the registration rights under the registration rights agreement (the “Registration Rights Agreement”), among the Issuers and the Initial Purchasers, to be dated the Closing Date. Under the Registration Rights Agreement, the Issuers will agree to use reasonable best efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes” and, together with the Original Notes, the “Notes”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the Original Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture ~~and/or~~ (~~b) under certain circumstances set forth~~ except for the provisions relating to the transfer restrictions and payment of Special Interest (as defined in the Registration Rights Agreement)) no later than 400 days after the date of the initial issuance of the Original Notes. Notwithstanding the foregoing, ~~a shelf registration statement pursuant~~ the Registration Rights Agreement will provide that the Issuers and Guarantors will not be required to consummate the Exchange Offer with respect to any Original Notes that are freely tradable under Rule ~~415~~ 144 under the Securities Act before the required date for the consummation of such Exchange Offer if (i) on or before such date, the ~~“Shelf Registration Statement” relating~~ Issuers have afforded the opportunity to the ~~resale by certain~~ holders of such Original Notes to have the restrictive legend on such Original Notes removed and (ii) the unrestricted Original Notes would no longer bear a restricted CUSIP number. If the Issuers fail to satisfy either their registration obligations under the Registration Rights Agreement or if the Issuers fail to accomplish the items described in clauses (i) and (ii) above, the Issuers will be required to pay Special Interest (as defined in the Registration Rights Agreement) to the holders of the Original Notes and the Guarantees thereof, (ii) to use its reasonable best efforts to cause the Exchange Offer Registration Statement and, if applicable, the Shelf Registration Statement to be declared effective and (iii) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreementunder certain circumstances. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The issuance and sale of the Securities is referred to as the “Offering.”

Appears in 1 contract

Samples: Purchase Agreement (Holly Energy Partners Lp)

Issuance of Notes. The ~~Company proposes~~ Issuers propose to issue and sell to UBS Securities LLC (the “~~Representative”) and Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co. (together with the Representative, the “~~Initial ~~Purchasers~~Purchaser”) $~~225,000,000~~ 275,000,000 aggregate principal amount of ~~7.125~~their 9 1¤2% ~~Senior~~ Notes due ~~2016~~ 2011 (the “Original Notes”). The ~~Company’s obligations under the~~ Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and ~~between~~ among the Issuers and The Bank of New ~~York Trust Company, National Association~~York, as trustee (the "“Trustee”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Offering Memorandum (as defined herein). The ~~Securities~~ Original Notes will be offered and sold to the Initial ~~Purchasers~~ Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated ~~as of March 29~~February 20, ~~2006,~~ 2004 (the "“Preliminary Offering Memorandum”), and a ~~pricing supplement thereto~~ final offering memorandum dated and available for distribution on the date hereof (the ~~"Pricing Supplement~~“Offering Memorandum”)) relating to the Issuers and the Original Notes. The ~~Preliminary Offering Memorandum and~~ Initial Purchaser has advised the ~~Pricing Supplement are herein referred to~~ Issuers that the Initial Purchaser intends, as ~~the “Pricing Disclosure Package.” Promptly~~ soon as it deems practicable after ~~the execution of~~ this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Agreement ) has been executed and delivered, to resell (the “Exempt Resales”) the ~~Securities~~ Original Notes purchased by the Initial Purchaser under this Agreement in private sales exempt from registration under the Act on the terms set forth in the ~~Pricing Disclosure Package~~Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial ~~Purchasers~~ Purchaser reasonably ~~believe~~ believes to be “qualified institutional buyers,” ~~(“QIBs”),~~ as defined in Rule 144A under the Act (“~~Rule 144A~~QIBs”), ~~in accordance with Rule 144A~~ and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the ~~Act (“Regulation S”) in accordance with Regulations S (~~Act; the ~~persons~~ Persons specified in clauses (i) and (ii), ) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto substantially in the form set forth under “Notice to Investors” in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement, to be dated the Closing Date, substantially in the form attached hereto as Annex A (the “Registration Rights Agreement”). . Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), ) as the “Exchange Notes” and, the Exchange Notes are referred to herein, together with the Original Notes, as the “Notes”~~), guaranteed by the guarantors under the Indenture,~~ ) to be offered in exchange for the Original Notes ~~and the Guarantees thereof~~ (the “Exchange Offer”) and issued under the Indenture or ~~an indenture~~ indentures substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the 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 Original ~~Notes~~ Notes, and ~~the Guarantees thereof,~~ (ii) to use its reasonable best efforts to cause ~~the Exchange Offer~~ such Registration ~~Statement and, if applicable, the Shelf Registration Statement~~ Statements to be declared ~~effective and (iii) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement~~effective. This Agreement, the Notes~~, the Guarantees~~, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” As described in the Offering Memorandum under the caption “The recapitalization of Holdings and related transactions,” the net proceeds of the offering of the Notes, together available cash, will be used as a part of a recapitalization of the Company, pursuant to which the Company will redeem all of its outstanding 12% Series A Convertible Preferred Shares (the “Holdings Preferred Stock”) and pay accrued and unpaid dividends thereon, purchase the Company’s outstanding 15.5% Senior Notes due 2011 (the “Holdings Senior Notes”) at a negotiated price, repay a portion of Herbalife’s senior credit facilities (the “Herbalife Senior Credit Facilities”), and pay related fees and expenses. The issuance and sale of the Original Notes, the redemption of the Holdings Preferred Stock, the purchase of the Holdings Senior Notes and the prepayment of a portion of the Herbalife Senior Credit Facilities and the payment of related fees and expenses are referred to as the “Transactions.”

Appears in 1 contract

Samples: Purchase Agreement (Wh Holdings Cayman Islands LTD)

Issuance of Notes. The Company proposes to issue and sell to UBS ~~Securities~~ Warburg LLC and Xxxxxxx Xxxxx Barney Inc. (the “~~Representative”) and Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co. (together with the Representative, the “Initial Purchasers~~Underwriters”) $~~225,000,000~~ 250,000,000 aggregate principal amount of ~~7.125~~[ ]% Senior Notes due ~~2016~~ 2013 (the “~~Original~~ Notes”). The ~~Company’s obligations under the Original~~ Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and ~~between~~ among the ~~Issuers and The Bank of New York Trust~~ Company, the Guarantors and U.S. Bank National Association, as trustee (the "“Trustee”). The ~~Securities~~ Company’s obligations under the Notes and the Indenture will be ~~offered~~ unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” and ~~sold~~ collectively the “Guarantors”). All references herein to the ~~Initial Purchasers pursuant to an exemption from~~ Notes include the ~~registration requirements under~~ related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~ amended, and the rules and regulations thereunder (collectively, the “Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-98287), including a prospectus, relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Issuers have ~~prepared~~ furnished to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses containing the prospectus included in the registration statement and the docu- ments incorporated by reference therein (each such preliminary prospectus being referred to herein as a ~~preliminary offering memorandum, dated as of March 29, 2006~~“Preliminary Prospectus”) relating to the Notes. Except where the context otherwise requires, the ~~"Preliminary Offering Memorandum”)~~registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a ~~pricing supplement thereto dated~~ prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the ~~"Pricing Supplement”). The Preliminary Offering Memorandum and~~ Act) or, if no such filing is required, the ~~Pricing Supplement are~~ form of final prospectus included in the Registration Statement at the time it became effective, is herein ~~referred to as~~ called the “~~Pricing Disclosure Package~~Prospectus.” ~~Promptly~~ Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this ~~Purchase Agreement~~ Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (~~this~~ “~~Agreement~~XXXXX”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after 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 Pricing Disclosure Package, 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 that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes” and, together with the Original Notes, the “Notes”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the Original Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” relating to the resale by certain holders of the Original Notes and the Guarantees thereof, (ii) to use its reasonable best efforts to cause the Exchange Offer Registration Statement and, if applicable, the Shelf Registration Statement to be declared effective and (iii) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement. This Agreement, the Notes, the ~~Guarantees,~~ Guarantees and the Indenture ~~and the Registration Rights Agreement~~ are hereinafter sometimes referred to collectively as the “Note Documents.”

Appears in 1 contract

Samples: Underwriting Agreement (William Lyon Homes)

Issuance of Notes. The ~~Company~~ Issuer proposes to issue and sell to ~~UBS Securities LLC~~ SBC Warburg Dillon Read Inc. and ABN AMRO Incorporated (~~the “Representative”) and Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co. (together with the Representative~~together, the ~~“Initial Purchasers”~~"INITIAL PURCHASERS") an aggregate of $~~225,000,000 aggregate~~ 220,000,000 principal amount of ~~7.125~~9 3/8% Senior Subordinated Notes due ~~2016~~ 2008 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”"ORIGINAL NOTES"). The Original Notes ~~and the Guarantees are referred to herein as the “Securities.” The Securities~~ will be issued pursuant to an indenture (the ~~“Indenture”~~"NOTES INDENTURE"), to be dated the Closing Date (as defined ~~herein~~below), by and ~~between~~ among the ~~Issuers~~ Issuer, the Guarantors and The Bank of New ~~York Trust Company, National Association~~York, as trustee (the "~~Trustee”~~TRUSTEE"). The ~~Securities~~ Issuer's obligations under the Original Notes will be succeeded to, upon the merger, by the Company and will be unconditionally guaranteed (the "GUARANTEES") on an unsecured senior subordinated basis by Parent and the Subsidiary Guarantors (collectively, the "Guarantors"). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Notes Indenture or the Offering Memorandum (as defined below). The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the ~~“Act”~~"ACT"). The ~~Issuers have~~ Issuer has prepared a preliminary offering ~~memorandum~~memorandum dated February 4, ~~dated as of March 29, 2006, the "Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof~~ 1998 (the "~~Pricing Supplement”). The Preliminary Offering Memorandum~~ PRELIMINARY OFFERING MEMORANDUM") and ~~the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare~~ a final offering memorandum dated ~~the date hereof~~ February 20, 1998 (the ~~“Final Offering Memorandum”)~~"OFFERING MEMORANDUM") relating to the Issuer, the Company, the Guarantors and the Original Notes. The Initial Purchasers have advised the ~~Issuers~~ Issuer that the Initial Purchasers intend, as soon as they deem practicable after this Notes Purchase Agreement has been executed and delivered, to resell (the ~~“Exempt Resales”~~"EXEMPT RESALES") the ~~Securities~~ Original Notes purchased by the Initial Purchasers under this Notes Purchase Agreement (this "AGREEMENT") in private sales exempt from registration under the Act on the terms set forth in the ~~Pricing Disclosure Package~~Offering Memorandum, 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”~~"QIBS"), ~~in accordance with Rule 144A~~ and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the ~~Act (“Regulation S”) in accordance with Regulations S (~~Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "ELIGIBLE PURCHASERS." Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT") to be dated the Closing Date in form and substance satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the ~~“Eligible Purchasers”).~~ Issuer will agree to (i) file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the ~~“Exchange Offer Registration Statement”~~"EXCHANGE OFFER REGISTRATION STATEMENT") relating to a new issue of debt securities (~~collectively with~~ the ~~Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes”~~ "NEW NOTES" and, together with the Original Notes, the ~~“Notes”), guaranteed by~~ "NOTES," which term includes the ~~guarantors under the Indenture,~~ Guarantees related thereto) to be offered in exchange for the Original Notes ~~and the Guarantees thereof~~ (the ~~“Exchange Offer”~~"EXCHANGE OFFER") and issued under the Notes Indenture or an indenture substantially identical to the Notes Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the ~~“Shelf~~ "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement” , the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Original ~~Notes~~ Notes, and ~~the Guarantees thereof,~~ (ii) to ~~use its reasonable best efforts to~~ cause ~~the Exchange Offer~~ such Registration ~~Statement and, if applicable, the Shelf Registration Statement~~ Statements to be declared ~~effective and (iii) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement~~effective. This Agreement, the Notes, the ~~Guarantees, the~~ Notes Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the ~~“Note Documents~~"OPERATIVE DOCUMENTS.”" Upon original issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering Memorandum. Concurrently with the offering of Notes hereby, Parent is offering (the "PREFERRED STOCK OFFERING") approximately $80.0 million of gross proceeds of 11 3/4% Cumulative Redeemable Exchangeable Preferred Stock (the "PREFERRED STOCK"). In connection with the Acquisition (as defined below) and the offering of the Original Notes hereby, the Issuer, the Company and the Guarantors will enter into a Credit Agreement (the "CREDIT AGREEMENT") with ABN AMRO Bank N.V., as Agent, and the other agents and lenders party thereto. The net proceeds from the sale of the Original Notes and from the Preferred Stock Offering and borrowings under the New Credit Agreement will be used as described under "The Acquisition and Use of Proceeds" in the Offering Memorandum, including, but not exclusively, (i) to pay the Merger Consideration in connection with the merger of the Issuer into the Company (the "ACQUISITION") pursuant to a Merger Agreement (the "MERGER AGREEMENT") dated as of December 23, 1997 by and among the Issuer, Parent, the Company and the Eagle-Picher Industries, Inc. Personal Injury Settlement Trust (the "TRUST") and (ii) to repay the total amount outstanding under the 10% Debentures and (iii) to redeem 660,000 shares of Common Stock from the Trust.

Appears in 1 contract

Samples: Notes Purchase Agreement (Eagle Picher Technologies LLC)

Issuance of Notes. The Company proposes to issue and sell to UBS Securities LLC (the “Representative”) and ~~Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co.~~ the other initial purchasers listed on Schedule I hereto (together with the Representative, the “Initial Purchasers”) $~~225,000,000~~ 200,000,000 aggregate principal amount of ~~7.125~~9.875% Senior Notes due ~~2016~~ 2017 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and between the Issuers and ~~The~~ U.S. Bank ~~of New York Trust Company,~~ National Association, as trustee (the "“Trustee”). The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated as of ~~March 29~~June 2, ~~2006,~~ 2009 (the "“Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof (the "“Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after 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 Pricing Disclosure Package, 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 that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). . Holders (aincluding subsequent transferees) of the Securities will have the registration rights under the registration rights agreement (the “Registration Rights Agreement”), among the Issuers and the Initial Purchasers, to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Under the Registration Rights Agreement, the Issuers will agree to use reasonable best efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes” and, together with the Original Notes, the “Notes”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the Original Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture ~~and/or~~ (~~b) under certain circumstances set forth~~ except for the provisions relating to the transfer restrictions and payment of Special Interest (as defined in the Registration Rights Agreement)) no later than 400 days after the date of the initial issuance of the Original Notes. Notwithstanding the foregoing, ~~a shelf registration statement pursuant~~ the Registration Rights Agreement will provide that the Issuers will not be required to consummate the Exchange Offer with respect to any Original Notes that are freely tradable under Rule ~~415~~ 144 under the Securities Act before the required date for the consummation of such Exchange Offer if (i) on or before such date, the ~~“Shelf Registration Statement” relating~~ Issuers have afforded the opportunity to the ~~resale by certain~~ holders of such Original Notes to have the restrictive legend on such Original Notes removed and (ii) the unrestricted Original Notes would no longer bear a restricted CUSIP number. If the Issuers fail to satisfy either their registration obligations under the Registration Rights Agreement or if the Issuers fail to accomplish the items described in clauses (i) and (ii) above, the Issuers we will be required to pay Special Interest to the holders of the Original Notes and the Guarantees thereof, (ii) to use its reasonable best efforts to cause the Exchange Offer Registration Statement and, if applicable, the Shelf Registration Statement to be declared effective and (iii) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreementunder certain circumstances. This Agreement, the Notes, the Guarantees, the ~~Indenture~~ Indenture, and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The issuance and sale of the Securities is referred to as the “Offering.”

Appears in 1 contract

Samples: Purchase Agreement (Holly Corp)

Issuance of Notes. The Company proposes to issue and sell to Xxxxxxx, Xxxxx & Co., Banc of America Securities LLC, UBS Securities LLC (~~the “Representative”)~~ together with Xxxxxxx, Xxxxx & Co. and Banc of America Securities LLC, ~~Lxxxxx Brothers~~the “Representatives”), Xxxxxxxxx & Company, Inc., ~~Credit Suisse Securities (USA) LLC~~ Capital One Southcoast, Inc., Comerica Securities, Inc. and ~~Gxxxxxx, Sachs & Co.~~ Natixis Bleichroeder Inc. (together with the ~~Representative~~Representatives, the “Initial Purchasers”) $225,000,000 aggregate principal amount of ~~7.125~~11.625% Senior Secured Notes due ~~2016~~ 2014 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “"Guarantees”), on a senior secured basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “"Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and between the Issuers and The Bank of New York Mellon Trust Company, National Association, as trustee (the "“Trustee”). The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering ~~memorandum~~circular, dated as of ~~March 29~~July 22, ~~2006~~2009, the "“Preliminary Offering ~~Memorandum~~Circular”), and a pricing supplement thereto dated the date ~~hereof~~ hereof, which includes the information contained in Schedule III (the "“Pricing Supplement”). The Preliminary Offering ~~Memorandum~~ Circular (as amended and supplemented immediately prior to the Applicable Time (as defined below)) and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering ~~memorandum~~ circular dated the date hereof (the “Final Offering ~~Memorandum~~Circular”). For the purposes of this Agreement, the “Applicable Time” is 3:00 p.m. (Eastern time) on the date of this agreement. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after 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 Pricing Disclosure Package, 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 that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). . Holders (including subsequent transferees) of the Securities will have the registration rights under the registration rights agreement (the “Registration Rights Agreement”), between the Issuers and the Initial Purchasers, to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Under the Registration Rights Agreement, the Issuers will agree to (a) file with the Securities and Exchange Commission (the “Commission”) (i) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes” and, together with the Original Notes, the “Notes”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the Original Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture ~~or an indenture substantially identical to the Indenture~~ and/or (~~b) under~~ ii)under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” ”) relating to the resale by certain holders of the Original Notes and the Guarantees thereof, (iib) to use its reasonable best efforts to cause the Exchange Offer Registration Statement and, if applicable, the Shelf Registration Statement to be declared effective and (~~iii~~c) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement. The Issuers have agreed to secure the Notes by granting to the Trustee for the benefit of the holders of the Notes a perfected first-priority lien (subject to Permitted Collateral Liens, as such term is defined in the Indenture) in the Collateral (as such term is defined in that certain Security Agreement, dated as of the Closing Date, by and among the Grantors (as defined therein) and the Trustee (the “Security Agreement”)) as required pursuant to the Indenture and other security instruments and documents as are necessary to create and perfect the liens and security interests contemplated by the Indenture and the Security Agreement (the foregoing documents and, along with the Security Agreement, collectively referred to herein as the “Security Documents”). This Agreement, the Notes, the Guarantees, the ~~Indenture and~~ Indenture, the Registration Rights Agreement and the Security Documents are hereinafter sometimes referred to collectively as the “Note Documents.”

Appears in 1 contract

Samples: Purchase Agreement (Basic Energy Services Inc)

Issuance of Notes. The ~~Company proposes~~ Primary Issuers propose to issue and sell to UBS Securities ~~LLC (the “Representative”) and~~ LLC, Banc of America Securities LLC, ~~Lxxxxx Brothers~~Wachovia Capital Markets, ~~Inc.~~LLC, ~~Credit Suisse Securities~~ ABN AMRO Incorporated and Fleet Securities, Inc. (~~USA) LLC and Gxxxxxx, Sachs & Co. (together with the Representative~~collectively, the “Initial Purchasers”) $~~225,000,000~~ 200,000,000 aggregate principal amount of ~~7.125~~8.5% Senior Subordinated Notes due ~~2016~~ 2011 (the “Original Notes”). The ~~Company’s obligations under the~~ Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and ~~between~~ among the ~~Issuers~~ Primary Issuers, the Guarantors and ~~The Bank of New York Trust Company, National Association~~JPMorgan Chase Bank, as trustee (the "“Trustee”). The ~~Securities~~ Primary Issuers’ obligations under the Original Notes will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by the guarantors listed on Schedule I hereto (collectively, the “Guarantors” and, collectively with the Primary Issuers, the “Issuers”). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated ~~as of March 29~~July 18, ~~2006,~~ 2003 (the "“Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof (the "Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated as of the date hereof (the “~~Final~~ Offering Memorandum”)) relating to the Primary Issuers, the Guarantors and the Original Notes. The Initial Purchasers have advised the Primary Issuers 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~~ Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the ~~Pricing Disclosure Package~~Offering Memorandum, 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~~QIBs”), ~~in accordance with Rule 144A~~ and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the ~~Act (“Regulation S”) in accordance with Regulations S (~~Act; the persons specified in clauses (i) and (ii), ) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under “Notice to Investors” in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”) to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and the Primary Issuers conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute “Registrable Notes” (as defined in the Registration Rights Agreement). . Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes” and, together with the Original Notes, the “Notes~~”), guaranteed by~~ ,” which term includes the ~~guarantors under the Indenture,~~ guarantees related thereto) to be offered in exchange for the Original Notes ~~and the Guarantees thereof~~ (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the 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 Original ~~Notes~~ Notes, and ~~the Guarantees thereof,~~ (ii) to use ~~its~~ their commercially reasonable best efforts to cause ~~the Exchange Offer~~ such Registration ~~Statement and, if applicable, the Shelf Registration Statement~~ Statements to be declared ~~effective and (iii) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement~~effective. This Agreement, the Notes~~, the Guarantees~~, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The Original Notes are being offered and sold by the Primary Issuers in part to (i) repay the $135.0 million principal amount outstanding of the Company’s 11.25% Senior Subordinated Notes due 2006 (the “2006 Notes”), (ii) reduce borrowings under the Company’s revolving credit facility ((i) and (ii) together, the “Debt Repayment”), (iii) finance acquisitions, (iv) provide for the Company’s ongoing working capital needs and other general corporate purposes (including the payment of dividends and stock repurchases) and (v) pay related transaction fees and expenses. The offering of the Original Notes and the Debt Repayment are collectively referred to as the “Transactions.” The Note Documents are sometimes referred to herein as the “Transaction Documents.”

Appears in 1 contract

Samples: Purchase Agreement (Euramax International PLC)

Issuance of Notes. The Company proposes to issue and sell to UBS Securities LLC (the “~~Representative”) and Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co. (together with the Representative, the “~~Initial ~~Purchasers~~Purchaser”) $~~225,000,000~~ 200,000,000 aggregate principal amount of 7.125% Senior Notes due ~~2016~~ 2013 (the “Original Notes”). The ~~Company’s obligations under the~~ Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and ~~between~~ among the ~~Issuers~~ Company, the Guarantors and The Bank of New York Trust Company, ~~National Association~~N.A., a national banking association, as trustee (the "“Trustee”). The ~~Securities~~ Company’s obligations under the Original Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis by the Guarantors listed on Schedule I hereto (collectively, the “Guarantors” and, collectively with the Company, the “Issuers”). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein). The Original Notes will be offered and sold to the Initial ~~Purchasers~~ Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated ~~as of~~ March 2930, ~~2006,~~ 2006 (the "“Preliminary Offering Memorandum”), a supplement thereto dated April 5, 2006 (the “Initial Supplement”), and a pricing supplement thereto dated the date hereof in the form of Exhibit C hereto (the "“Pricing Supplement”). The Preliminary Offering ~~Memorandum~~ Memorandum, the Initial Supplement and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “~~Final~~ Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Offering Memorandum, as the case may be. The Initial ~~Purchasers have~~ Purchaser has advised the Issuers that the Initial ~~Purchasers intend~~Purchaser intends, as soon as they deem practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the ~~Securities~~ Original Notes purchased by the Initial Purchaser under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure ~~Package,~~ Package solely to (i) persons whom the Initial ~~Purchasers~~ Purchaser reasonably ~~believe~~ believes to be “qualified institutional buyers,” ~~(“QIBs”),~~ as defined in Rule 144A under the Act (“~~Rule 144A~~QIBS”), ~~in accordance with Rule 144A~~ and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the ~~Act (“Regulation S”) in accordance with Regulations S (~~Act; the persons specified in clauses (i) and (ii), ) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under “Notice to Investors” in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the benefit of the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”). ) to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Pursuant to the Registration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), ) the “Exchange Notes” and, together with the Original Notes, the “Notes~~”), guaranteed by~~ ,” which term includes the ~~guarantors under the Indenture,~~ guarantees related thereto) to be offered in exchange for the Original Notes ~~and the Guarantees thereof~~ (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the 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 Original ~~Notes and the Guarantees thereof~~Notes, (ii) to use ~~its~~ their reasonable best efforts to cause ~~the Exchange Offer~~ such Registration ~~Statement and, if applicable, the Shelf Registration Statement~~ Statements to be declared effective and (iii) use their reasonable best efforts to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The Original Notes are being offered and sold by the Issuers in connection with a tender offer by the Company for all of its existing $200,000,000 93/8 % Senior Notes due 2009 (the “Tender Offer”). In addition, contemporaneously with the offering and sale of the Original Notes, the Company is participating in a public offering of its non-voting common stock, $0.10 par value (the “Equity Offering”). The issuance and sale of the Original Notes is referred to as the “Transaction.”

Appears in 1 contract

Samples: Purchase Agreement (Phi Inc)

Issuance of Notes. The ~~Company proposes~~ Issuers propose to issue and sell to ~~UBS Securities LLC~~ Citigroup Global Markets Inc., (the “Representative”) and ~~Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co.~~ the other initial purchasers listed on Schedule I hereto (together with the Representative, the “Initial Purchasers”) $~~225,000,000~~ 400,000,000 in aggregate principal amount of ~~7.125~~6.000% Senior Notes due ~~2016~~ 2024 (the “~~Original~~ Notes”). The ~~Company’s~~ Issuers’ obligations under the ~~Original~~ Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (each individually, a “Guarantor” and collectively, the “Guarantors~~,” and, together with the Company, the “Issuers~~”). ~~The Original Notes and the Guarantees are 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 herein), ) by and ~~between~~ among the ~~Issuers~~ Issuers, the Guarantors and ~~The~~ U.S. Bank ~~of New York Trust Company,~~ National Association, as trustee (the "“Trustee”). The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated as of ~~March 29~~July 12, ~~2006,~~ 2016 (the "“Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof (the "“Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after 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 Pricing Disclosure Package, 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 that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with ~~Regulations~~ Regulation S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes” and, together with the Original Notes, the “Notes”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the Original Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” relating to the resale by certain holders of the Original Notes and the Guarantees thereof, (ii) to use its reasonable best efforts to cause the Exchange Offer Registration Statement and, if applicable, the Shelf Registration Statement to be declared effective and (iii) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement. This Agreement, the ~~Notes, the Guarantees,~~ Notes and the Indenture ~~and the Registration Rights Agreement~~ are hereinafter sometimes referred to collectively as the “Note Documents.”” The issuance and sale of the Securities is referred to as the “Offering.” For the avoidance of doubt, references in this Agreement to the “Subsidiaries” (as defined below) shall be deemed to include Finance Corp. and the Guarantors.

Appears in 1 contract

Samples: Purchase Agreement (Holly Energy Partners Lp)

Issuance of Notes. The Company proposes to issue and sell to UBS Securities LLC (the “Representative”) and ~~Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co.~~ the other initial purchasers listed on Schedule I hereto (together with the Representative, the “Initial Purchasers”) $~~225,000,000~~ 100,000,000 aggregate principal amount of ~~7.125~~9.875% Senior Notes due ~~2016~~ 2017 (the “~~Original~~ Offered Notes”). The Company’s obligations under the ~~Original~~ Offered Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The ~~Original~~ Offered Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an ~~indenture (the “Indenture”)~~indenture, ~~to be~~ dated ~~the Closing Date (as defined herein)~~June 10, 2009, by and between the Issuers and ~~The~~ U.S. Bank ~~of New York Trust Company,~~ National Association, as trustee (the "“Trustee”), as amended (the “Indenture”). The Issuers have previously issued an aggregate of $200,000,000 of 9.875% Senior Notes due 2017 under the Indenture (the “Existing Notes”) and the Guarantors unconditionally guaranteed the Existing Notes. The Offered Notes are an additional issuance of the Issuer’s existing 9.875% Senior Notes due 2017 and will be treated as a single class with the Existing Notes issued on June 10, 2009, (the “Original Issue Date”), pursuant to the Indenture. The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated as of ~~March 29~~October 21, ~~2006,~~ 2009 (the "“Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof (the "“Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after 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 Pricing Disclosure Package, 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 that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). . Holders (aincluding subsequent transferees) of the Securities will have the registration rights under the registration rights agreement (the “Registration Rights Agreement”), among the Issuers and the Initial Purchasers, to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Under the Registration Rights Agreement, the Issuers will agree to use reasonable best efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes” and, together with the ~~Original~~ Offered Notes, the “Notes”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the ~~Original~~ Offered Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture ~~and/or~~ (~~b) under certain circumstances set forth~~ except for the provisions relating to the transfer restrictions and payment of Special Interest (as defined in the Registration Rights Agreement)) no later than 400 days after the Original Issue Date. Notwithstanding the foregoing, ~~a shelf registration statement pursuant~~ the Registration Rights Agreement will provide that the Issuers will not be required to consummate the Exchange Offer with respect to any Offered Notes that are freely tradable under Rule ~~415~~ 144 under the Securities Act before the required date for the consummation of such Exchange Offer if (i) on or before such date, the ~~“Shelf Registration Statement” relating~~ Issuers have afforded the opportunity to the ~~resale by certain~~ holders of such Offered Notes to have the ~~Original~~ restrictive legend on such Offered Notes ~~and the Guarantees thereof~~removed, (ii) ~~to use its reasonable best efforts to cause~~ the ~~Exchange Offer Registration Statement and, if applicable, the Shelf Registration Statement to be declared effective~~ unrestricted Offered Notes would no longer bear a restricted CUSIP number and (iii) the unrestricted Offered Notes bear the same unrestricted CUSIP as the unrestricted Existing Notes. If the Issuers fail to ~~consummate the Exchange Offer, all within the time periods specified in~~ satisfy either their registration obligations under the Registration Rights ~~Agreement~~Agreement or if the Issuers fail to accomplish the items described in clauses (i) and (ii) above, the Issuers we will be required to pay Special Interest to the holders of the Offered Notes under certain circumstances. This Agreement, the Notes, the Guarantees, the ~~Indenture~~ Indenture, and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The issuance and sale of the Securities is referred to as the “Offering.”

Appears in 1 contract

Samples: Purchase Agreement (Holly Corp)

Issuance of Notes. The ~~Company proposes~~ Issuers propose to issue and sell to UBS Securities LLC (the ~~“Representative”) and Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co. (together with the Representative, the “~~"Initial ~~Purchasers”~~Purchaser") $~~225,000,000~~ 275,000,000 aggregate principal amount of ~~7.125~~their 91/2% ~~Senior~~ Notes due ~~2016~~ 2011 (the “"Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”"). The Original Notes ~~and the Guarantees are referred to herein as the “Securities.” The Securities~~ will be issued pursuant to an indenture (the “"Indenture”"), to be dated the Closing Date (as defined herein), by and ~~between~~ among the Issuers and The Bank of New ~~York Trust Company, National Association~~York, as trustee (the "Trustee”"). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Offering Memorandum (as defined herein). The ~~Securities~~ Original Notes will be offered and sold to the Initial ~~Purchasers~~ Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “"Act”"). The Issuers have prepared a preliminary offering memorandum, dated ~~as of March 29~~February 20, ~~2006,~~ 2004 (the "Preliminary Offering Memorandum”"), and a ~~pricing supplement thereto~~ final offering memorandum dated and available for distribution on the date hereof (the "~~Pricing Supplement”). The Preliminary~~ Offering ~~Memorandum~~ Memorandum") relating to the Issuers and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”)Original Notes. The Initial ~~Purchasers have~~ Purchaser has advised the Issuers that the Initial ~~Purchasers intend~~Purchaser intends, as soon as ~~they deem~~ it deems practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the “"Exempt Resales”") the ~~Securities~~ Original Notes purchased by the Initial Purchaser under this Agreement in private sales exempt from registration under the Act on the terms set forth in the ~~Pricing Disclosure Package~~Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial ~~Purchasers~~ Purchaser reasonably ~~believe~~ believes to be “"qualified institutional buyers~~” (“QIBs”),~~ ," as defined in Rule 144A under the Act (~~“Rule 144A”~~"QIBs"), ~~in accordance with Rule 144A~~ and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the ~~Act (“Regulation S”) in accordance with Regulations S (~~Act; the ~~persons~~ Persons specified in clauses (i) and (ii)) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the ~~“Eligible Purchasers”~~Original Notes shall bear the legend relating thereto substantially in the form set forth under "Notice to Investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement, to be dated the Closing Date, substantially in the form attached hereto as Annex A (the "Registration Rights Agreement"). . Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the “"Exchange Offer Registration Statement”") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement)) as the "Exchange Notes" and, the “Exchange ~~Notes” and~~Notes are referred to herein, together with the Original Notes, as the “"Notes~~”), guaranteed by the guarantors under the Indenture,~~ ") to be offered in exchange for the Original Notes ~~and the Guarantees thereof~~ (the “"Exchange Offer”") and issued under the Indenture or ~~an indenture~~ indentures substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the 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 Original ~~Notes~~ Notes, and ~~the Guarantees thereof,~~ (ii) to use its reasonable best efforts to cause ~~the Exchange Offer~~ such Registration ~~Statement and, if applicable, the Shelf Registration Statement~~ Statements to be declared ~~effective and (iii) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement~~effective. This Agreement, the Notes~~, the Guarantees~~, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “"Note Documents.”" As described in the Offering Memorandum under the caption "The recapitalization of Holdings and related transactions," the net proceeds of the offering of the Notes, together available cash, will be used as a part of a recapitalization of the Company, pursuant to which the Company will redeem all of its outstanding 12% Series A Convertible Preferred Shares (the "Holdings Preferred Stock") and pay accrued and unpaid dividends thereon, purchase the Company's outstanding 15.5% Senior Notes due 2011 (the "Holdings Senior Notes") at a negotiated price, repay a portion of Herbalife's senior credit facilities (the "Herbalife Senior Credit Facilities"), and pay related fees and expenses. The issuance and sale of the Original Notes, the redemption of the Holdings Preferred Stock, the purchase of the Holdings Senior Notes and the prepayment of a portion of the Herbalife Senior Credit Facilities and the payment of related fees and expenses are referred to as the "Transactions."

Appears in 1 contract

Samples: Purchase Agreement (Wh Capital Corp)

Common use of Issuance of Notes Clause in Contracts