Pricing Agreement. [Name and Address of Representatives of Underwriters] September __, 1998 Ladies and Gentlemen: MBIA Inc., a Connecticut corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement -- Standard Terms, dated September __ 1998 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale, is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, MBIA INC.

Appears in 1 contract

Samples: Underwriting Agreement (Mbia Inc)

Pricing Agreement. ~~[Name and Address of Representatives of Underwriters] September~~ To the Underwriters named in Schedule I to the Underwriting Agreement c/o ____________________ ________________________ ________________________ __________ _____, ~~1998 Ladies and Gentlemen~~_____ Dear Sirs: ~~MBIA Inc.~~Lincoln National Capital ___, a ~~Connecticut~~ statutory business trust formed under the laws of the State of Delaware (the "Designated Trust") and Lincoln National Corporation, an Indiana corporation (the "~~Company~~Guarantor"), ~~proposes~~propose, subject to the terms and conditions stated herein and in the Underwriting ~~Agreement -- Standard Terms~~Agreement, dated ~~September~~ __ ___________, 1998 (the "Underwriting Agreement"), between the Guarantor on the one hand and the Underwriters named in Schedule I to the Underwriting Agreement, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"" consisting of Firm Designated Securities and any Optional Designated Securities the Underwriters may elect to purchase). Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, (a) the ~~Company~~ Designated Trust agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the ~~Company~~Designated Trust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the ~~principal amount~~ number of Firm Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Designated Securities, as provided below, the Designated Trust agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Designated Trust at the purchase price to the Underwriters set out in Schedule II hereto that portion of the number of Optional Designated Securities as to which such election shall have been exercised. The Designated Trust hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Designated Securities. Any such election to purchase Optional Designated Securities may be exercised by written notice from the Representatives to the Designated Trust and the Guarantor given within a period of 10 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Designated Securities to be purchased and the date on which such Optional Designated Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives, the Guarantor and the Designated Trust otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us eight counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the ~~Underwriters~~ Underwriters, the Designated Trust and the ~~Company~~Guarantor. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the ~~Company~~ Guarantor for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA INC.~~LINCOLN NATIONAL CORPORATION By:_______________________________________ Name: Title: LINCOLN NATIONAL CAPITAL _____ By: Lincoln National Corporation, as Depositor By:_______________________________________ Name: Title: Accepted as of the date hereof: [Name(s) of Representative(s)] As Representatives of the Underwriters Named in Schedule I hereto ___________________________________ On behalf of each of the Underwriters named on Schedule I hereto SCHEDULE I Number of Firm Number of Designated Maximum Optional Securities to be Designated Securities Underwriters Purchased to be Purchased ------------ ---------------- --------------------- [Names of Representatives] . . . [Names of Underwriters] . . . . ---------------- ---------------------

Appears in 1 contract

Samples: Underwriting Agreement (Lincoln National Corp)

Pricing Agreement. [~~Name and Address~~ Debt Securities] [Debt Warrants] [Preferred Stock] [Common Stock] [Date] To the [Underwriter[s] named in Schedule I] [Representative[s] named in Schedule II of ~~Representatives of Underwriters~~the Underwriters named in Schedule I] ~~September __~~Dear Sirs: King Pharmaceuticals, ~~1998 Ladies and Gentlemen: MBIA Inc., a Connecticut corporation~~ Inc. (the "Company"~~), proposes,~~ ) proposes subject to the terms and conditions stated herein and in the Underwriting ~~Agreement -- Standard Terms~~Agreement, dated ~~September __ 1998 (the~~ [date](the "Underwriting Agreement"), between the Company on the one hand and [_______] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such ~~provisions~~ provision had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The ~~Representatives designated~~ Company has delivered to ~~act on behalf of the Representatives and on behalf of~~ you for each of the Underwriters copies of the ~~Designated Securities pursuant to Section 12 of the Underwriting Agreement~~ Registration Statement and ~~the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the~~ Prospectus, as including the ~~case may be,~~ documents incorporated therein by reference. The Prospectus (including the Supplement relating to the Designated Securities, ) in the form heretofore delivered to you is now proposed to be ~~filed~~ filed, or mailed for filing, with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting ~~Agreement incorporated herein by reference~~Agreement, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount or number, as applicable, of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. [The Company authorizes the Underwriters to solicit offers to purchase Designated Securities from the Company pursuant to Delayed Delivery Contracts substantially in the form of Schedule III hereto but with such changes therein as the Company may approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, at the Time of Delivery a commission in the amount set forth in Schedule II. Delayed Delivery Contracts are to be with purchasers of the types approved by the Company and set forth in the Prospectus and subject to other conditions set forth in such Delayed Delivery Contracts. Except as the Company may otherwise agree, each Delayed Delivery Contract must be for the minimum principal amount or number of shares, as applicable, set forth in Schedule II hereto and the aggregate principal amount of all Delayed Delivery Contracts may not exceed the amount or number of shares, as applicable, set forth in such Schedule II. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts.] [If the Company executes and delivers Delayed Delivery Contracts, the Securities subject to such contracts shall be deducted from the Designated Securities to be purchased by the several Underwriters and the aggregate principal amount or number of shares, as applicable, of Designated Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount or number of shares, as applicable, of Designated Securities set forth opposite each Underwriter's name in Schedule I hereto, except to the extent that the Representatives determine that such reduction shall be otherwise and so advise the Company in writing; provided, however, that the total principal amount or number of shares, as applicable, of Designated Securities to be purchased by all Underwriters shall be the total principal amount or number of shares, as applicable, of Designated Securities set forth in Schedule I hereto less the principal amount or number of shares, as applicable, of Designated Securities covered by Delayed Delivery Contracts. As used in this paragraph and in the immediately preceding paragraph, the "aggregate principal amount" of Designated Securities shall mean the aggregate principal amount of the Designated Securities that are debt securities plus the public offering price, if any, of any debt warrants included in the Designated Securities.] If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to ~~the~~ authority ~~set forth in a form of Agreement among Underwriters, the form of which shall be submitted~~ granted to ~~the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof~~you by such Underwriter. Very truly yours, ~~MBIA INC~~King Pharmaceuticals, Inc. --------------------- By: Title: Accepted as of the date hereof: [Insert signature block[s] for the Representative[s], acting on behalf of the Underwriters, or for each Underwriter if no syndicate.] SCHEDULE I Underwriters [Principal Amount] Number of Designated [Number] of Designated Securities that are Debt Securities to be Warrants to be Purchased] Purchased [Names of Underwriters] Total SCHEDULE II [Debt Securities] [Preferred Stock] [Common Stock] [If Designated Securities are debt securities or debt securities which include debt warrants, insert:

Appears in 1 contract

Samples: Underwriting Agreement (King Pharmaceuticals Inc)

Pricing Agreement. ~~[Name and Address of~~ Wachovia Capital Markets, LLC One Wachovia Center 301 South College Street Charlotte, NC 28288 Credit Suisse First Bosxxx XXX 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 As Representatives of ~~Underwriters] September __~~the sxxxxxx Xxxxxxxxxxxx xxxxx xx Xchedule I hereto November 8, ~~1998~~ 2004 Ladies and Gentlemen: ~~MBIA Inc.~~XL Capital Ltd, a ~~Connecticut corporation~~ Cayman Islands exempted limited company (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting ~~Agreement -- Standard Terms~~Agreement, dated ~~September __ 1998~~ November 8, 2004 (the "Underwriting Agreement"), between the Company on the one hand and Wachovia Capital Markets, LLC and Credit Suisse First Boston LLC, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Debt Securities specified in Schedule ~~II hereto~~ II-A (such Debt Securities, the "2014 Debt Securities") and Schedule II-B (such Debt Securities, the "2024 Debt Securities" and, together with the 2014 Debt Securities, the "Designated Debt Securities")) hereto. Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Debt Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Debt Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth ~~at the end of~~ in Schedule II II-A and Schedule II-B hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Debt Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II II-A and Schedule II-B hereto, the aggregate principal amount of Designated Debt Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and one for each of the Representatives plus one for each counsel counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for ~~examination~~ examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA INC.~~XL Capital Ltd By: -------------------------------- Name: Title: Accepted as of the date hereof: Wachovia Capital Markets, LLC Credit Suisse First Boston LLC By: Wachovia Capital Markets, LLC By: -------------------------------- Name: Title: By: Credit Suisse First Boston LLC By: -------------------------------- Name: Title: For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I PRINCIPAL AMOUNT PRINCIPAL AMOUNT OF 2014 DEBT OF 2024 DEBT SECURITIES SECURITIES UNDERWRITER TO BE PURCHASED TO BE PURCHASED ----------- --------------- --------------- Wachovia Capital Markets, LLC................. $66,000,000 $77,000,000 Credit Suisse First Boston LLC................ 66,000,000 77,000,000 HSBC Securities (USA) Inc. ................... 54,000,000 63,000,000 KeyBanc Capital Markets, a Division of McDonald Investments Inc. ... 54,000,000 63,000,000 ABN AMRO Incorporated......................... 7,500,000 8,750,000 Banc of America Securities LLC................ 7,500,000 8,750,000 BNP Paribas Securities Corp. ................. 7,500,000 8,750,000 Calyon Securities (USA) Inc. ................. 7,500,000 8,750,000 Greenwich Capital Markets, Inc. .............. 7,500,000 8,750,000 ING Financial Markets LLC..................... 7,500,000 8,750,000 Lazard Freres & Co. LLC....................... 7,500,000 8,750,000 Scotia Capital (USA) Inc. .................... 7,500,000 8,750,000 Total................................. $300,000,000 $350,000,000 ============ ============ SCHEDULE II-A TITLE OF DEBT SECURITIES:

Appears in 1 contract

Samples: Underwriting Agreement (Xl Capital LTD)

Pricing Agreement. ~~[Name and Address of~~ Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, Xxxxxx Brothers Inc. The Xxxxxxxx Capital Group, L.P. As Representatives of ~~Underwriters] September __~~the several Underwriters named in Schedule I hereto, ~~1998 Ladies and Gentlemen~~000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. April o, 2000 Dear Sirs: ~~MBIA~~ The St. Xxxx Companies, Inc., a ~~Connecticut~~ Minnesota corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting ~~Agreement -- Standard Terms~~Agreement, dated ~~September __ 1998~~ April o, 2000 (the "Underwriting Agreement"), between the Company on the one hand and Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, Xxxxxx Brothers Inc. and The Xxxxxxxx Capital Group, L.P. on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [One for the issuer and each of the Representatives plus one for each Counsel] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA~~ THE ST. XXXX COMPANIES, INC.. By:_______________________________ Name: Title: Accepted as of the date hereof: XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION XXXXXX BROTHERS INC. THE XXXXXXXX CAPITAL GROUP, L.P. BY: XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION By:---------------------------------- Name: Title: On behalf of each of the Underwriters SCHEDULE I

Appears in 1 contract

Samples: Underwriting Agreement (St Paul Companies Inc /Mn/)

Pricing Agreement. ~~[Name and Address of Representatives of Underwriters] September __~~X.X. Xxxxxx Securities Inc. March 12, ~~1998~~ 1997 Bear, Xxxxxxx & Co. Inc. Chase Securities Inc. c/o X.X. Xxxxxx Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: ~~MBIA~~ Honeywell Inc., a ~~Connecticut~~ Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting ~~Agreement -- Standard Terms~~Agreement, dated ~~September __ 1998~~ March 12, 1997 (the "Underwriting Agreement"), between the Company on the one hand and X.X. Xxxxxx Securities Inc., Bear, Xxxxxxx & Co. Inc., and Chase Securities Inc. on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us eight counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA~~ HONEYWELL INC.. By: --------------------------- Name: Title: Accepted as of the date hereof: X.X. Xxxxxx Securities Inc. Bear, Xxxxxxx & Co. Inc. Chase Securities Inc. By: X. X. Xxxxxx Securities Inc. By: ----------------------------- SCHEDULE I Principal Amount of Designated Securities to be Underwriter Purchased ----------- ---------------- X.X. Xxxxxx Securities Inc............. $140,000,000 Bear, Xxxxxxx & Co. Inc. .............. 140,000,000 Chase Securities Inc................... 70,000,000 Total.................................. $350,000,000 SCHEDULE II TITLE OF DESIGNATED SECURITIES:

Appears in 1 contract

Samples: Underwriting Agreement (Honeywell Inc)

Pricing Agreement. [~~Name and Address of~~ Manager] [Co-Manager, if any] As Representatives of ~~Underwriters~~the several Underwriters named in Schedule I hereto, [Street Address] ~~September~~ New York, New York _______________, ~~1998 Ladies and Gentlemen~~199___ Dear Sirs: ~~MBIA Inc.~~Xxxxxx Financial, ~~a Connecticut corporation~~ Inc. (the "Company"), ) proposes, subject to the terms and conditions stated ~~herein and in the Underwriting Agreement -- Standard Terms, dated September __ 1998 (the "Underwriting Agreement")~~herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting ~~Agreement~~Agreement Basic Provisions dated September 8, ~~insofar as such provision relates~~ 1995 (the "Basic Provisions"), copies of which have previously been supplied to ~~the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale~~you, is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the ~~Underwriting Agreement~~ Basic Provisions so incorporated by reference shall be deemed to refer to you. ~~Unless~~ Capitalized terms used herein, unless otherwise defined herein, ~~terms defined~~ have the meanings provided in the ~~Underwriting Agreement are used herein as therein defined~~Basic Provisions. The ~~Representatives designated~~ Company has delivered to ~~act on behalf of the Representatives and on behalf of~~ you for each of the Underwriters copies of the ~~Designated Securities pursuant to Section 12 of the Underwriting Agreement~~ Registration Statement and ~~the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to~~ the Prospectus, as including the ~~case may be,~~ documents incorporated therein by reference. The Prospectus Supplement relating to the Designated Securities, in the form heretofore delivered to ~~you~~ you, is now proposed to be ~~filed~~ filed, or mailed for filing, with the Commission. Subject to the terms and conditions set forth herein and in the ~~Underwriting Agreement incorporated herein by reference~~Basic Provisions, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the ~~time and place and at the~~ purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. [The Company authorizes the Underwriters to solicit offers to purchase Designated Securities from the Company pursuant to Delayed Delivery Contracts substantially in the form of Schedule III hereto but with such changes therein as the Company may approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, at the Time of Delivery a commission in the amount set forth in Schedule II hereto. Delayed Delivery Contracts are to be with purchasers of the types approved by the Company and set forth in the Prospectus and subject to other conditions therein set forth. Except as the Company may otherwise agree, each Delayed Delivery Contract must be for the minimum principal amount set forth in Schedule II hereto and the aggregate principal amount of all Delayed Delivery Contracts may not exceed the amount set forth in such Schedule II. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts.] [If the Company executes and delivers Delayed Delivery Contracts, the Securities subject to such contracts shall be deducted from the Designated Securities to be purchased by the several Underwriters and the aggregate principal amount of Designated Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount of Designated Securities set forth opposite each Underwriter's name in Schedule I hereto, except to the extent that the Representatives determine that such reduction shall be otherwise and so advise the Company in writing; provided, however, that the total principal amount of Designated Securities to be purchased by all Underwriters shall be the total principal amount of Designated Securities set forth in Schedule I hereto less the principal amount of Designated Securities covered by Delayed Delivery Contracts. The Company will advise you not later than 10:00 A.M., New York City time, on the third full business day preceding the Time of Delivery (or at such later time as you may otherwise agree) of the sales of Designated Securities pursuant to Delayed Delivery Contracts which have been so approved.] * * * If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the ~~provisions of the Underwriting Agreement~~ Basic Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters~~, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof~~. Very truly yours, ~~MBIA~~ XXXXXX FINANCIAL, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Accepted as of the date hereof: ------------------------------------ [Manager] ------------------------------------ [Co-Manager, if any] On behalf of each of the Underwriters SCHEDULE I Principal Amount of Designated Securities to be Purchased Underwriter ----------------------------------- [Manager].................................................. $______________ [Co-Manager, if any]....................................... [Names of other Underwriters].............................. Total $______________ SCHEDULE II Registration Statement No.: Title of Designated Securities: [__%] [Floating Rate] [Zero Coupon] [Senior] [Subordinated] [Junior Subordinated] [Notes] [Debentures] due _________________________________________________________________________ Aggregate Principal Amount: $____________________________ Denominations: [$1,000] [$5,000] [$______________ ] Price to Public: ___% of the principal amount of the Designated Securities, plus accrued interest from _______________ to the Time of Delivery [and accrued amortization, if any, from _______________ to the Time of Delivery] Price to Underwriters: ___% of the principal amount of the Designated Securities, plus accrued interest from _______________ to the Time of Delivery [and accrued amortization, if any, from _______________ to the Time of Delivery] Indenture: [Senior Indenture] [Subordinated Indenture] [Junior Subordinated Indenture] Maturity: _______________, 19___ Interest Rate: [___]% [Zero Coupon] [Method of determination] Interest Payment Dates: [Months and dates] Interest Payment Record Dates: [Months and dates] Redemption Provisions: [No redemption provisions) [The Designated Securities may be redeemed in whole or in part at the option of the Company, in the amount of $_____ or an integral multiple thereof, [on or after ____________ at the following redemption prices (expressed in percentages of principal amount). If redeemed during the 12-month period beginning _______________, Year Redemption Price ---- ---------------- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling on or after _________, at the election of the Company, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law.]

Appears in 1 contract

Samples: Underwriting Agreement (Heller Financial Inc)

Pricing Agreement. [~~Name and Address of~~ NAMES OF REPRESENTATIVE(S)] As Representatives of ~~Underwriters~~the several Underwriters named in Schedule I hereto, [ADDRESS] ~~September __, 1998~~ Ladies and Gentlemen: ~~MBIA Inc.~~Xxxxxx Xxxx Educators Corporation, ~~a Connecticut~~ an Delaware corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein and in the Underwriting ~~Agreement --~~ Agreement, Standard ~~Terms~~Provisions, dated ~~September __ 1998~~ November [ ], 2008 (the "“Underwriting Agreement"”), to issue and sell to the Underwriters named in Schedule I ~~hereto~~ (the "“Underwriters"”) the Securities specified in Schedule II ~~hereto~~ (the "“Designated Securities"”), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its ~~entirety,~~ entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein~~; and each~~ . Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined)) or the General Disclosure Package, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or ~~supplemented~~ supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 11 of the Underwriting Agreement and the address of the Representatives referred to in ~~such~~ Section 12 of the Underwriting Agreement are set forth ~~at the end of~~ in Schedule ~~II hereto~~II. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, : (i) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule ~~II hereto~~II, the principal amount of ~~Designated~~ Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Securities set forth opposite the name of such Underwriter in Schedule I ~~hereto~~on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us nine counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA INC.~~By: Name: Title: Accepted as of the date hereof: By: Name: Title: On behalf of themselves and the other Underwriters [ ] Total [ ] a.m. (New York City time), [ ], 2008 Rank: Senior $ [ ]% of the principal amount of the Designated Securities [ ]% of the principal amount of the Designated Securities Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Federal (same day) funds [ ] a.m. (New York City time), [ ], 2008 [Indenture] [ ],20[ ] % [ ] of every [ ] and [ ], commencing [ ], 2009 [ ] of every [ ] and [ ]. United States dollars United States dollars [ ] [ ] [ ] [ ] [ ]

Appears in 1 contract

Samples: Underwriting Agreement (Horace Mann Educators Corp /De/)

Pricing Agreement. [~~Name and Address of~~ NAMES OF REPRESENTATIVE(S)] As Representatives of ~~Underwriters~~the several Underwriters named in Schedule I hereto, [c/o Book-Running Representative(s)] ~~September __~~[Address] City, ~~1998~~ State ZIP .............., 20.. Ladies and Gentlemen: ~~MBIA Inc.~~Fluor Corporation, a ~~Connecticut~~ Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting ~~Agreement --~~ Agreement, Standard ~~Terms~~Provisions, dated ~~September~~ ____________, 20___ ~~1998~~ (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities")" consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein~~; and each~~ . Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 11 of the Underwriting Agreement and the address of the Representatives referred to in ~~such~~ Section 12 of the Underwriting Agreement are set forth ~~at the end of~~ in Schedule ~~II hereto~~II. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the ~~principal amount~~ number of ~~Designated~~ Firm Securities set forth opposite the name of such Underwriter in Schedule I ~~hereto~~hereto and, (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Securities set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us ______ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for ~~examination~~ examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA INC.~~FLUOR CORPORATION By:_________________________ Name: Title: Accepted as of the date hereof: [Name of Book-Running Representative(s)] [Name(s) of Co-Representative(s)] [By: ____________________ SCHEDULE I MAXIMUM NUMBER OF OPTIONAL NUMBER OF SHARES WHICH FIRM SHARES MAY BE UNDERWRITER TO BE PURCHASED PURCHASED ----------- --------------- ---------

Appears in 1 contract

Samples: Underwriting Agreement (Fluor Corp)

Pricing Agreement. ~~[Name and Address of~~ As Representatives of ~~Underwriters] September __~~the several Underwriters named on Schedule I hereto, ~~1998~~ Ladies and Gentlemen: ~~MBIA Inc.~~SLM Funding LLC, a ~~Connecticut~~ Delaware limited liability company (the “Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (~~the "Company"~~“SLM ECFC”), ~~proposes~~propose, subject to the terms and conditions stated herein and in the Underwriting ~~Agreement -- Standard Terms~~Agreement, dated ~~September __ 1998~~ , 200___(the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and and , on the other hand, that the Company will cause the trust (the ~~"Underwriting Agreement"~~“Trust”) formed pursuant to the Trust Agreement dated as of , 200___between the Company and , as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the "“Underwriters"”) the ~~Securities~~ Student Loan-Backed Notes (the “Notes”) specified in Schedule II hereto (the "“Designated Securities"”). The Notes will be issued and secured pursuant to the Indenture, dated (the “Indenture”), between the Trust, the Eligible Lender Trustee and , as trustee (the “Indenture Trustee”). Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the ~~Company~~Trust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the ~~Company~~ Company, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA INC~~By: Name: Title: By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: By: Name: Title: Accepted as of the date hereof: By: Name: Title: By: Name: Title: Designated Representatives: Address for Notices, etc.:

Appears in 1 contract

Samples: Underwriting Agreement (SLM Student Loan Trust 2005-9)

Pricing Agreement. ~~[Name and Address of~~ As Representatives of ~~Underwriters] September __~~the several Underwriters named on Schedule I hereto, ~~1998~~ Ladies and Gentlemen: ~~MBIA Inc.~~SLM Funding LLC, a ~~Connecticut~~ Delaware limited liability company (the “Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (~~the "Company"~~“SLM ECFC”), ~~proposes~~propose, subject to the terms and conditions stated herein and in the Underwriting ~~Agreement -- Standard Terms~~Agreement, dated ~~September~~ _~~_ 1998~~ __, 200___(the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and ___, on the other hand, that the Company will cause the trust (the ~~"Underwriting Agreement"~~“Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the "“Underwriters"”) the ~~Securities~~ Student Loan-Backed Notes (the “Notes”) specified in Schedule II hereto (the "“Designated Securities"”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”). Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the ~~Company~~Trust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us ___counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the ~~Company~~ Company, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA INC~~By: Name: Title: By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: By: Name: Title: Accepted as of the date hereof: By: Name: Title: By: Name: Title: Principal Amount of Designated Securities to be Purchased Underwriter Class ___ Class ___ Class ___ Designated Representatives: Address for Notices, etc.:

Appears in 1 contract

Samples: Underwriting Agreement (SLM Student Loan Trust 2005-4)

Pricing Agreement. ~~[Name and Address~~ 20 ---------- -- -- Deutsche Bank Securities Inc. Banc of America Securities LLC As Representatives of ~~Underwriters] September __, 1998~~ the several Underwriters named in Schedule I hereto Ladies and Gentlemen: ~~MBIA Inc.~~The Rouse Company, a ~~Connecticut~~ Maryland corporation (the "Company"), proposes, ~~subject~~ xxxxect to the terms and conditions stated herein and in the Underwriting ~~Agreement -- Standard Terms~~Agreement, dated ~~September __ 1998~~ November 21, 2003 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; , and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus ~~as amended or supplemented~~ relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf ~~of the Representatives and on behalf of each~~ of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us five counterparts ~~hereof,~~ hereof (one for the Company and one for each of the Representatives plus one for each counsel) and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA~~ THE ROUSE COMPANY By: ----------------------------- Name: Title: Accepted as of the date hereof DEUTSCHE BANK SECURITIES INC.. By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: BANC OF AMERICA SECURITIES LLC By: ----------------------------- Name: Title: On behalf of themselves and each of the other Underwriters SCHEDULE I ---------- Principal Amount of Designated Underwriter Securities to be Purchased ----------- -------------------------- Deutsche Bank Securities Inc. $ Banc of America Securities LLC $ [Insert additional Underwriters] Total $ SCHEDULE II ----------- TITLE OF DESIGNATED SECURITIES: ___% Notes due 20__ AGGREGATE PRINCIPAL AMOUNT: $___________________ PRICE TO PUBLIC: ____% of the principal amount of the Designated Securities, plus accrued interest, if any, from _____________, 20__ PURCHASE PRICE BY UNDERWRITERS: ___% of the principal amount of the Designated Securities, plus accrued interest, if any, from _____________, 20__ FORM OF DESIGNATED SECURITIES: Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal or other same day funds TIME OF DELIVERY:

Appears in 1 contract

Samples: Underwriting Agreement (Rouse Company)

Pricing Agreement. ~~[Name and Address of~~ 19__ [ Underwriters ] As Representatives of ~~Underwriters] September __, 1998 Ladies and Gentlemen~~the several Underwriters named in Schedule I hereto Dear Sirs: ~~MBIA Inc.~~Burlington Northern Santa Fe Corporation, a ~~Connecticut~~ Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting ~~Agreement -- Standard Terms~~Agreement, dated ~~September~~ __________, 199_ ~~1998~~ (the "Underwriting Agreement"), between the Company on the one hand and [ ] as Co-Representatives, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us seven counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA INC~~BURLINGTON NORTHERN SANTA FE CORPORATION By: __________________________ Name: Title: Accepted as of the date hereof: By: __________________________ Name: Title: On behalf of each of the Underwriters SCHEDULE I Principal Amount of Designated Securities to be Purchased ----------- [ ] $ [Names of Underwriters] $ ------------ Total...................................................... $ ============ SCHEDULE II Title of Designated Securities: [ %] [Floating Rate] [Zero Coupon] [Notes] [Debentures] due Aggregate principal amount: [$] Price to Public: ___% of the principal amount of the Designated Securities, plus accrued interest from ______________ to _____________ [and accrued amortization, if any, from ________________ to ____________] Purchase Price by Underwriters: __% of the principal amount of the Designated Securities, plus accrued interest from __________ to _________ [and accrued amortization, if any, from ____________ to ____________] Specified funds for payment of purchase price: [By wire transfer to a bank account specified by the Company in [next day] [immediately available funds] Indenture: Indenture dated ____________, 19__, between the Company and _________________, as Trustee Maturity: Interest Rate: [__%] [Zero Coupon] [See Floating Rate Provisions] Interest Payment Dates: [months and dates] Redemption Provisions: [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the Company, in the amount of [$] or an integral multiple thereof, [on or after ______________, at the following redemption prices (expressed in percentages of principal amount.) (f [redeemed on or before _____________, ___% and if] redeemed during the 12-month period beginning _______________, Redemption Year Price ---- ---------- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in or after ______________, __________, at the election of the Company, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law] [Restriction on refunding]

Appears in 1 contract

Samples: Underwriting Agreement (Burlington Northern Santa Fe Corp)

Pricing Agreement. [~~Name and Address of~~ UNDERWRITERS] As Representatives of ~~Underwriters~~the several Underwriters named in Schedule I hereto, [ADDRESS] ~~September __, 1998~~ [DATE] Ladies and Gentlemen: ~~MBIA~~ The St. Xxxx Companies, Inc., a ~~Connecticut~~ Minnesota corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting ~~Agreement -- Standard Terms~~Agreement, dated ~~September __ 1998~~ April o, 2000 (the "Underwriting Agreement"), between the Company on the one hand and [UNDERWRITERS] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us [One for the issuer and each of the Representatives plus one for each Counsel] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA~~ THE ST. XXXX COMPANIES, INC.. By: ----------------------------------- Name: Title: Accepted as of the date hereof: [UNDERWRITERS] BY: By: -------------------------------- Name: Title: On behalf of each of the Underwriters SCHEDULE I PRINCIPAL AMOUNT OF DESIGNATED UNDERWRITER SECURITIES ----------- TO BE PURCHASED --------- [UNDERWRITER]......................................... $ [UNDERWRITER]. ....................................... [UNDERWRITER]......................................... Total........................................ ---------- $ ========== SCHEDULE II TITLE OF DESIGNATED SECURITIES: [ %] [Floating Rate] [Zero Coupon] [Notes] [Debentures] due ,

Appears in 1 contract

Samples: Underwriting Agreement (St Paul Companies Inc /Mn/)

Pricing Agreement. ~~[Name and Address of~~ Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Xxxxxx Xxxxxxx & Co. LLC As Representatives of ~~Underwriters] September __~~the several Underwriters named in Schedule I hereto c/x Xxxxxxx Xxxxx, ~~1998~~ Xxxxxx, Xxxxxx & Xxxxx One Bryant Park New York, New York 10036 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 Ladies and Gentlemen: ~~MBIA~~ Pitney Xxxxx Inc., a ~~Connecticut~~ Delaware corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein and in the Underwriting ~~Agreement --~~ Agreement, Standard ~~Terms~~Provisions, dated ~~September __ 1998~~ November 19, 2012 (the "“Underwriting Agreement"”), to issue and sell to the Underwriters named in Schedule I ~~hereto~~ (the "“Underwriters"”) the Securities specified in Schedule II ~~hereto~~ (the "“Designated Securities"”), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its ~~entirety,~~ entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein~~; and each~~ . Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined)) or the General Disclosure Package, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented prior to the execution of this Pricing Agreement, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 11 of the Underwriting Agreement and the address of the Representatives referred to in ~~such~~ Section 12 of the Underwriting Agreement are set forth ~~at the end of~~ in Schedule ~~II hereto~~II. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, : (i) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule ~~II hereto~~II, the principal amount of ~~Designated~~ Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Securities set forth opposite the name of such Underwriter in Schedule I ~~hereto~~on the terms referred to in the paragraph above. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us ~~counterparts~~ a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA INC.~~By: /s/ Xxxxxxx Xxxxxxx Name Xxxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxx Xxxx Name Xxxxx Xxxx Title: Vice President and Treasurer Accepted as of the date hereof: By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated $ 43,500,000 Xxxxxx Xxxxxxx & Co. LLC $ 43,500,000 RBC Capital Markets, LLC $ 5,000,000 RBS Securities Inc. $ 5,000,000 BNY Mellon Capital Markets, LLC $ 1,000,000 HSBC Securities (USA) Inc. $ 1,000,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 1,000,000 Total $ 100,000,000 5.25% Notes due November 2022

Appears in 1 contract

Samples: Underwriting Agreement (Pitney Bowes Inc /De/)

Pricing Agreement. ~~[Name and Address~~ 20__ J.P. Morgan Securities Inc. Banc of America Securities LLC UBS Sxxxxxxxxx XLC As Representatives of ~~Underwriters] September __, 1998~~ the several Underwriters named in Schedule I hereto Ladies and Gentlemen: ~~MBIA Inc.~~The Rouse Company, a ~~Connecticut~~ Maryland corporation (the "Company"), proposes, ~~subject~~ xxxxect to the terms and conditions stated herein and in the Underwriting ~~Agreement -- Standard Terms~~Agreement, dated ~~September~~ March _~~_ 1998~~ _, 2004 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; , and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus ~~as amended or supplemented~~ relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf ~~of the Representatives and on behalf of each~~ of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us six counterparts ~~hereof,~~ hereof (one for the Company and one for each of the Representatives plus one for each counsel) and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA~~ THE ROUSE COMPANY By: ------------------------ Name: Title: J.P. MORGAN SECURITIES INC.. By: ------------------------------- Xxxx: Title: BANC OF AMERICA SECURITIES LLC By: ------------------------------- Name: Title: UBS SECURITIES LLC By: ------------------------------- Name: Title: By: ------------------------------- Name: Title: On behalf of themselves and each of the other Underwriters SCHEDULE I ---------- Principal Amount of Designated Securities Underwriter to be Purchased ----------- --------------- J.P. Morgan Securities Inc. $ Banc of Amerixx Xxxxxxxxes LLC $ UBS Securities LLC $ [Insert additional Underwriters] $ ----------- Total $ SCHEDULE II ----------- TITLE OF DESIGNATED SECURITIES: ______% Notes due 20__ AGGREGATE PRINCIPAL AMOUNT: $ ------------------- PRICE TO PUBLIC: ____% of the principal amount of the Designated Securities, plus accrued interest, if any, from _____________, 20__ PURCHASE PRICE BY UNDERWRITERS: ___% of the principal amount of the Designated Securities, plus accrued interest, if any, from _____________, 20__ FORM OF DESIGNATED SECURITIES: Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal or other same day funds TIME OF DELIVERY:

Appears in 1 contract

Samples: Underwriting Agreement (Rouse Company)

Pricing Agreement. [~~Name and Address~~ Debt Securities] [Debt Warrants] [Preferred Stock] [Common Stock] [Date] To the [Underwriter[s] named in Schedule I] [Representative[s] named in Schedule II of ~~Representatives of Underwriters~~the Underwriters named in Schedule I] ~~September __~~Dear Sirs: King Pharmaceuticals, ~~1998 Ladies and Gentlemen: MBIA Inc., a Connecticut corporation~~ Inc. (the "Company"~~), proposes,~~ ) proposes subject to the terms and conditions stated herein and in the Underwriting ~~Agreement -- Standard Terms~~Agreement, dated ~~September __ 1998 (the~~ [date](the "Underwriting Agreement"), between the Company on the one hand and [_______] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such ~~provisions~~ provision had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The ~~Representatives designated~~ Company has delivered to ~~act on behalf of the Representatives and on behalf of~~ you for each of the Underwriters copies of the ~~Designated Securities pursuant to Section 12 of the Underwriting Agreement~~ Registration Statement and ~~the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the~~ Prospectus, as including the ~~case may be,~~ documents incorporated therein by reference. The Prospectus (including the Supplement relating to the Designated Securities, ) in the form heretofore delivered to you is now proposed to be ~~filed~~ filed, or mailed for filing, with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting ~~Agreement incorporated herein by reference~~Agreement, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount or number, as applicable, of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If [The Company authorizes the ~~foregoing is~~ Underwriters to solicit offers to purchase Designated Securities from the Company pursuant to Delayed Delivery Contracts substantially in ~~accordance~~ the form of Schedule III hereto but with ~~your understanding~~such changes therein as the Company may approve. The Underwriters will endeavor to make such arrangements and, ~~please sign and return~~ as compensation therefor, the Company will pay to ~~us counterparts hereof~~the Representatives, ~~and upon acceptance hereof by you, on behalf of each~~ for the account of the Underwriters, ~~this letter and such acceptance hereof, including~~ at the ~~provisions~~ Time of Delivery a commission in the amount set forth in Schedule II. Delayed Delivery Contracts are to be with purchasers of the ~~Underwriting Agreement incorporated herein~~ types approved by ~~reference~~the Company and set forth in the Prospectus and subject to other conditions set forth in such Delayed Delivery Contracts. Except as the Company may otherwise agree, ~~shall constitute a binding agreement between~~ each Delayed Delivery Contract must be for the minimum principal amount or number of shares, as applicable, set forth in Schedule II hereto and the aggregate principal amount of all Delayed Delivery Contracts may not exceed the amount or number of shares, as applicable, set forth in such Schedule II. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts.] [If the Company executes and delivers Delayed Delivery Contracts, the Securities subject to such contracts shall be deducted from the Designated Securities to be purchased by the several Underwriters and the ~~Company. It is understood that your acceptance~~ aggregate principal amount or number of ~~this letter on behalf~~ shares, as applicable, of Designated Securities to be purchased by each ~~of the Underwriters is or will~~ Underwriter shall be ~~pursuant~~ reduced pro rata in proportion to the ~~authority~~ principal amount or number of shares, as applicable, of Designated Securities set forth opposite each Underwriter's name in ~~a form of Agreement among Underwriters~~Schedule I hereto, except to the ~~form of which~~ extent that the Representatives determine that such reduction shall be ~~submitted to~~ otherwise and so advise the Company ~~for examination upon request~~in writing; provided, ~~but without warranty on~~ however, that the ~~part of the Representatives as to the authority of the signers thereof. Very truly yours, MBIA INC.~~total principal amount or number of

Appears in 1 contract

Samples: Underwriting Agreement (King Pharmaceuticals Inc)

Pricing Agreement. ~~[Name and Address~~ [ ] As representatives of ~~Representatives of Underwriters~~the several Underwriters named in Schedule I hereto c/o [ ] ~~September __, 1998~~ Ladies and Gentlemen: ~~MBIA~~ MetLife Capital Trust , a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, Inc., a ~~Connecticut~~ Delaware corporation (the "Company"), ~~proposes,~~ propose subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting ~~Agreement -- Standard Terms~~Agreement, dated ~~September~~ _~~_ 1998~~ __________, 200 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this ~~Pricing~~ Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 2 1 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Final Prospectus (as therein defined), ) and also a representation and warranty as of the date of this ~~Pricing~~ Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this ~~Pricing~~ Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to ~~Section 12 of~~ the Underwriting Agreement and the address of the Representatives ~~referred to in such Section 12~~ are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Base Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the ~~Company~~ Trust agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the ~~principal amount~~ aggregate number of the Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the ~~Underwriters~~ Underwriters, the Trust and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Trust and the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA~~ METLIFE, INC.. By: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- Name: Title: Accepted as of the date hereof on behalf of each of the Underwriters: By: ------------------------------- Name: Title: SCHEDULE I TO PRICING AGREEMENT

Appears in 1 contract

Samples: Underwriting Agreement (Metlife Capital Trust Iii)

Pricing Agreement. [~~Name and Address of~~ UNDERWRITERS] As Representatives of ~~Underwriters~~the several Underwriters named in Schedule I hereto, [ADDRESS] ~~September __, 1998~~ [DATE] Ladies and Gentlemen: ~~MBIA~~ The St. Paul Companies, Inc., a ~~Connecticut~~ Minnesota corporation (the "Company"), ~~proposes~~proposex, ~~subject~~ xubject to the terms and conditions stated herein and in the Underwriting ~~Agreement -- Standard Terms~~Agreement, dated ~~September __ 1998~~ [ ], 200[ ](the "Underwriting Agreement"), between the Company on the one hand and [UNDERWRITERS] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the ~~Securities~~ Shares specified in Schedule II hereto (the "Designated ~~Securities~~Shares"). Each of the provisions of the Underwriting ~~Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale,~~ Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated ~~Securities~~ Shares which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated ~~Securities~~ Shares pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated ~~Securities~~Shares, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, [(a)] the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated ~~Securities~~ Shares set forth opposite the name of such Underwriter in Schedule I ~~hereto~~hereto and, [(b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Shares as to which such election shall have been exercised]. [The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice]. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts ~~hereof~~hereof [(one for the issuer and each of the Representatives plus one for each Counsel)], and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, ~~MBIA~~ THE ST. PAUL COMPANIES, INC.. By: -------------------------- Name: Title: Accepted as of the date hereof: [UNDERWRITERS] BY: By: ------------------------------- Name: Title: On behalf of each of the Underwriters SCHEDULE I

Appears in 1 contract

Samples: Underwriting Agreement (St Paul Capital Trust Ii)

Common use of Pricing Agreement Clause in Contracts