Sch. B-1 EXHIBITS Exhibit A--Form of Opinion of Company's Counsel.............................A-1 Exhibit B--Form of Opinion of Trust's Special Delaware Counsel..............B-1 Exhibit C--Form of Lock-up Letter...........................................C-1 FLEETBOSTON FINANCIAL CORPORATION (a Rhode Island corporation) FLEET CAPITAL TRUST VIII (a Delaware statutory business trust) 20,000,000 Preferred Securities 7.20% Preferred Securities (Liquidation Amount $25 Per Preferred Security) PURCHASE AGREEMENT March 1, 2002 Salomon Smith Barney Inc. Fleet Securities, Inc. Merrill Lynch, Pierce, Xxxxxx & Xxxtx Incorporated Morgan Xxxxxxx & Co. Incorporaxxx Xxudexxxxx Securities Incorporated UBX Xxxxuxx XXX as Representatives of the several Underwriters c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New Yoxx 00000 Xadies and Gentlemxx: Xxxxx Xxxxxxx Xxxxx XXXX (xxx "Xxxst"), a statutory business trust created under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. Sections 3801 et seq.) confirms its agreement with Salomon Smith Barney Inc. ("Salomon Smith Barney"), Fleet Securities, Xxx. ("Xxxex"), Merrill Lxxxx, Xxxxxx, Fenner & Smith Incorporated ("Merrill Lynch"), Xxxxxx Stanley & Co. Incxxxxxxted ("Xxrgan Stanley"), Xxxxxxtxxx Xecurxxxxx Ixxxxxxxated ("Prudential"), XXX Xaxxxxx XLC ("UBS Warburg") and each of the Underwriters named in Schedule A hereto (collectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Salomon Smith Barney, Fleet, Merrill Lynch, Morgan Stanley, Prudentiax xxx XXX Xxxburg are acting ax Xxxxxsxxxxxxxxx (xx xxxx capacity, the "Representatives") with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of 7.20% Preferred Securities (liquidation amount $25 per preferred security) in the respective numbers set forth in said Schedule A hereto (the "Initial Preferred Securities") and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Preferred Securities to cover over-allotments, if any. The aforesaid 20,000,000 Initial Preferred Securities and all or part of the 3,000,000 Preferred Securities subject to the option described in Section 2(b) hereof (the "Option Preferred Securities") are hereinafter collectively called the "Preferred Securities". The Preferred Securities are more fully described in the Prospectus (as defined below). The Preferred Securities will be guaranteed by FleetBoston Financial Corporation (a Rhode Island corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Preferred Securities. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Preferred Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $515,463,925 aggregate principal amount of 7.20% Junior Subordinated Debentures due 2032 (the "Initial Debentures") issued by the Company and, if all or part of the Option Preferred Securities are purchased, up to approximately an additional $77,319,600 aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter collectively called the "Debentures." The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust of the Trust, to be dated as of Closing Time (the "Declaration"), among the Company, as Sponsor, The Bank of New York, as institutional trustee (the "Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and Eugene M. McQuade, Douglas L Jacobs and John R. Rodehorst, as reguxxx xxxxxxxx (xhe "Xxxxxxx Xxxxxxxs" and xxxxxxxx xxxx xxx Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of June 30, 2000 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Indenture Trustee"), as supplemented by the Third Supplemental Indenture, to be dated as of Closing Time (the "Third Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333-72912), as amended by Amendment No. 1 thereto, including the relevant forms of prospectus and preliminary prospectus supplement, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Any prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Preferred Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statexxxxx and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Purchase Agreement (Fleetboston Financial Corp)

Sch. B-1 EXHIBITS Exhibit ~~A--~~A -- Form of Opinion of Company's Counsel~~.............................~~..............................A-1 ~~Exhibit B--Form of Opinion of Trust's Special Delaware Counsel..............B-1 Exhibit C--Form of Lock-up Letter...........................................C-1 FLEETBOSTON FINANCIAL CORPORATION~~ BANKNORTH GROUP, INC. (a ~~Rhode Island~~ Maine corporation) ~~FLEET CAPITAL TRUST VIII (a Delaware statutory business trust) 20,000,000 Preferred Securities 7.20~~and $150,000,000 3.750% ~~Preferred Securities (Liquidation Amount $25 Per Preferred Security) PURCHASE~~ Senior Notes due 2008 UNDERWRITING AGREEMENT ~~March 1~~April 23, ~~2002 Salomon Smith Barney~~ 2003 Lehman Brothers Inc. ~~Fleet Securities~~Keefe, Bruyette & Woods, Inc. ~~Merrill Lynch, Pierce, Xxxxxx & Xxxtx Incorporated Morgan Xxxxxxx & Co. Incorporaxxx Xxudexxxxx Securities Incorporated UBX Xxxxuxx XXX~~ as ~~Representatives~~ Repxxxxxxatives of the ~~several Underwriters~~ sxxxxxl Xxxxxxxxterx xxxted in Schedule A c/o ~~Salomon Smith Barney~~ Lehman Brothers Inc. ~~388 Greenwich Street New~~ 745 Seventh Avenue Xxx York, New ~~Yoxx 00000 Xadies and Gentlemxx~~York 10019 Ladies axx Xxxxxxxxx: Xxxxxxxxx Xxxxx, Xxx., x Xxxxx ~~Xxxxxxx Xxxxx XXXX (xxx "Xxxst")~~xxrporation, ~~a statutory business trust created under the Business Trust Act~~ (the "~~Delaware Act~~Company"~~) of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. Sections 3801 et seq.~~) confirms its agreement with ~~Salomon Smith Barney~~ Lehman Brothers Inc. ("~~Salomon Smith Barney~~Lehman Brothers"), ~~Fleet Securities~~Keefe, ~~Xxx.~~ Bruyette & Woods, Inc. ("~~Xxxex~~Xxefe, Bruyette"), Merrill Lxxxx, Xxxxxx, Fenner & Smith Incorporated ("Merrill Lynch"), Xxxxxx Stanley & Co. Incxxxxxxted ("Xxrgan Stanley"), Xxxxxxtxxx Xecurxxxxx Ixxxxxxxated ("Prudential"), XXX Xaxxxxx XLC ("UBS Warburg") and each xxx xxch of the ~~Underwriters named in Schedule A hereto~~ othxx Xxdexxxxxxxx naxxx xn Schedulx X xerxxx (~~collectively~~ xxxlectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for ~~whom Salomon Smith Barney~~which Lehman Brothers and Keefe, ~~Fleet, Merrill Lynch, Morgan Stanley, Prudentiax xxx XXX Xxxburg~~ Bruyette are acting ~~ax Xxxxxsxxxxxxxxx~~ as Representatives (xx in xxxx ~~capacity~~xapacity, the "~~Representatives~~Xxxxxsexxxxxxxx") with respect to the issue and sale by the ~~Trust~~ Company and the purchase by the Underwriters, acting severally and not jointly, of ~~7.20~~$150,000,000 aggregate principal amount of the Company's 3.750% ~~Preferred Securities (liquidation amount $25 per preferred security)~~ Senior Notes due 2008 in the respective ~~numbers~~ amounts set forth in said Schedule A hereto (the "~~Initial Preferred~~ Securities") and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Preferred Securities to cover over-allotments, if any). The ~~aforesaid 20,000,000 Initial Preferred~~ Securities will be issued pursuant to an Indenture, dated as of April 30, 2003 (as the same may be supplemented and ~~all or part~~ amended from time to time, the "Indenture") between the Company and The Bank of ~~the 3,000,000 Preferred Securities subject to the option described in Section 2(b) hereof~~ New York, a New York banking corporation, as trustee (the "~~Option Preferred Securities~~Trustee"~~) are hereinafter collectively called the "Preferred Securities"~~). The ~~Preferred~~ Securities are more fully described in the Prospectus (as defined below). The Preferred Securities will be guaranteed by FleetBoston Financial Corporation (a Rhode Island corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Preferred Securities. The Company and the Trust each understand understands that the Underwriters propose to make a public offering of the ~~Preferred~~ Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $515,463,925 aggregate principal amount of 7.20% Junior Subordinated Debentures due 2032 (the "Initial Debentures") issued by the Company and, if all or part of the Option Preferred Securities are purchased, up to approximately an additional $77,319,600 aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter collectively called the "Debentures." The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust of the Trust, to be dated as of Closing Time (the "Declaration"), among the Company, as Sponsor, The Bank of New York, as institutional trustee (the "Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and Eugene M. McQuade, Douglas L Jacobs and John R. Rodehorst, as reguxxx xxxxxxxx (xhe "Xxxxxxx Xxxxxxxs" and xxxxxxxx xxxx xxx Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of June 30, 2000 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Indenture Trustee"), as supplemented by the Third Supplemental Indenture, to be dated as of Closing Time (the "Third Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company ~~and the Trust have~~ has filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333-~~72912~~81980), as amended by Amendment No. 1 thereto, including the relevant forms of prospectus and preliminary prospectus supplement, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Any prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Preferred Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statexxxxx and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.Pre-

Appears in 1 contract

Samples: Underwriting Agreement (Banknorth Group Inc/Me)

Sch. B-1 EXHIBITS Exhibit A--Form of Opinion of Company's Counsel.............................A-1 Exhibit B--Form of Opinion of Trust's Special Delaware Counsel..............B-1 Exhibit C--Form of Lock-up Letter...........................................C-1 ~~FLEETBOSTON FINANCIAL CORPORATION~~ -------------------------------------------------------------------------------- REP. NO. 12 - ENVIRONMENTAL CONDITIONS -------------------------------------------------------------------------------- XXXX XX. - 000000 (~~a Rhode Island corporation~~000 XXXXXXX) FLEET CAPITAL TRUST VIII (a Delaware statutory business trust) 20,000,000 Preferred Securities 7.20% Preferred Securities (Liquidation Amount $25 Per Preferred Security) PURCHASE AGREEMENT March 1, 2002 Salomon Smith Barney Inc. Fleet Securities, Inc. Merrill Lynch, Pierce, Xxxxxx & Xxxtx Incorporated Morgan Xxxxxxx & Co. Incorporaxxx Xxudexxxxx Securities Incorporated UBX Xxxxuxx XXX as Representatives of XXXXXXXXXXX - Xxx xxxxxxxxxxxxx xxxxxx xxxclosed that an unknown pink liquid was reported in 1993 to the several Underwriters c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New Yoxx 00000 Xadies and Gentlemxx: Xxxxx Xxxxxxx Xxxxx XXXX (xxx "Xxxst"), a statutory business trust created under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. Sections 3801 et seq.) confirms its agreement with Salomon Smith Barney Inc. Emergency Response Notification System ("Salomon Smith Barney"), Fleet Securities, Xxx. ("Xxxex"), Merrill Lxxxx, Xxxxxx, Fenner & Smith Incorporated ("Merrill Lynch"), Xxxxxx Stanley & Co. Incxxxxxxted ("Xxrgan Stanley"), Xxxxxxtxxx Xecurxxxxx Ixxxxxxxated ("Prudential"), XXX Xaxxxxx XLC ("UBS Warburg") and each of the Underwriters named in Schedule A hereto (collectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Salomon Smith Barney, Fleet, Merrill Lynch, Morgan Stanley, Prudentiax xxx XXX Xxxburg are acting ax Xxxxxsxxxxxxxxx (xx xxxx capacity, the "Representatives") with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of 7.20% Preferred Securities (liquidation amount $25 per preferred security) in the respective numbers set forth in said Schedule A hereto (the "Initial Preferred Securities") and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Preferred Securities to cover over-allotments, if any. The aforesaid 20,000,000 Initial Preferred Securities and all or part of the 3,000,000 Preferred Securities subject to the option described in Section 2(b) hereof (the "Option Preferred Securities") are hereinafter collectively called the "Preferred Securities". The Preferred Securities are more fully described in the Prospectus (as defined below). The Preferred Securities will be guaranteed by FleetBoston Financial Corporation (a Rhode Island corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Preferred Securities. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Preferred Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $515,463,925 aggregate principal amount of 7.20% Junior Subordinated Debentures due 2032 (the "Initial Debentures") issued by the Company and, if all or part of the Option Preferred Securities are purchased, up to approximately an additional $77,319,600 aggregate principal amount of Debentures (the "Option DebenturesERNS"). It is not known who reported the incident. All that is known is that the pink liquid was reportedly released from a pipe extending from the rear wall of the Fitzpak tenant space onto the ground. The ~~aforesaid Initial Debentures and Option Debentures are hereinafter collectively called the "Debentures." The Preferred Securities and the Common Securities~~ loan will be ~~issued pursuant~~ recourse to Jason Quick, Heather Quick Allison and Wendy Quick McClain xxxxx xxxxipx xx xxidence xxxx xxther xxx Xnited Sxxxxx Xnvironmental Protection Agency or the New Jersey Department of Environmental Protection that no further action is necessary regarding the reported discharge. The LTV for the property is 44.8%. LOAN NO. - 756088 (PROMENADE SHOPPING CENTER) EXPLANATION - The environmental report disclosed that a former dry cleaner that was located at this property caused elevated levels of trichloroethylene ("TCE") at the property. The facility has yet to receive regulatory closure and has been admitted to the Amended and Restated Declaration of Trust of the Trust, to be dated as of Closing Time (the "Declaration"), among the Company, as Sponsor, The Bank of New York, as institutional trustee (the "Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and Eugene M. McQuade, Douglas L Jacobs and John R. Rodehorst, as reguxxx xxxxxxxx (xhe "Xxxxxxx Xxxxxxxs" and xxxxxxxx xxxx xxx Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders Florida Drycleaner Solvent Program. A $5,000,000 pollution legal liability policy from ~~time to time of undivided beneficial interests~~ ACE INA Insurance is in ~~the assets of the Trust~~place. The ~~Debentures will be issued pursuant to an Indenture, dated as of June 30, 2000 (~~policy matches the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Indenture Trustee"), as supplemented by the Third Supplemental Indenture, to be dated as of Closing Time (the "Third Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333-72912), as amended by Amendment No. 1 thereto, including the relevant forms of prospectus and preliminary prospectus supplement, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Any prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Preferred Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus together with the Term Sheet and all references in this Agreement to the anticipated repayment date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system loan (~~"EDGAR"~~9/1/2012). ~~All references in~~ ACE INA Insurance does not have claims paying ability or financial strength ratings from S&P or Fitch. The AM Best rating for ACE INA Insurance is A VIII with a stable outlook. -------------------------------------------------------------------------------- REP. NO. 14 - INSURANCE -------------------------------------------------------------------------------- XXXX XX. - 000000 (000-000 XXXX XXXXXX) XXXXXXXXXXX - Xxxx xx Xxxxx xxxxxxge was waived for this Agreement to financial statexxxxx and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, loan as the ~~case may be;~~ tenant, Inserra Supermarkets Inc, does not have abatement or termination rights in their lease due to a casualty. LOAN NO. - 755964 (SOUTHSIDE LANDING) EXPLANATION - Fire and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 extended perils coverage (~~the "1934 Act"~~including terrorism coverage) ~~which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus,~~ was waived as the ~~case may be~~security for this loan is a mobile home park.

Appears in 1 contract

Samples: Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr17)

Sch. ~~B-1~~ A-1 EXHIBITS Exhibit ~~A--~~A -- Form of Opinion of Company's Counsel~~.............................~~........................................A-1 Exhibit ~~B--~~B -- Form of Opinion of Trust's Special Delaware Counsel~~..............~~.........................B-1 ~~Exhibit C--Form of Lock-up Letter...........................................C-1 FLEETBOSTON FINANCIAL CORPORATION~~ BANKNORTH GROUP, INC. (a ~~Rhode Island~~ Maine corporation) ~~FLEET~~ and BANKNORTH CAPITAL TRUST ~~VIII~~ II (a Delaware statutory business trust) ~~20,000,000 Preferred~~ 8,000,000 Capital Securities ~~7.20~~8% ~~Preferred~~ Capital Securities (Liquidation Amount $25 Per ~~Preferred~~ Capital Security) ~~PURCHASE~~ UNDERWRITING AGREEMENT ~~March 1~~February 14, 2002 ~~Salomon Smith Barney Inc. Fleet Securities~~Keefe, Bruyette & Woods, Inc. ~~Merrill Lynch, Pierce, Xxxxxx & Xxxtx Incorporated Morgan Xxxxxxx & Co. Incorporaxxx Xxudexxxxx Securities Incorporated UBX Xxxxuxx XXX~~ Lehman Brothers Inc. as ~~Representatives of the several Underwriters~~ Represexxxxxvex xx xxx sexxxxx Underwxxxxxx c/o ~~Salomon Smith Barney~~ Lehman Brothers Inc. ~~388 Greenwich Street New York~~745 Seventh Avenue Nex Xxxx, New ~~Yoxx 00000 Xadies~~ York 10019 Ladies and ~~Gentlemxx~~Xxxxxxxxx: ~~Xxxxx~~ Xxxxxxxxx Xxxxxxx Xxxxx ~~XXXX~~ XX (xxx "Xxxst"), a statutory business trust ~~created~~ organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ~~Sections~~ ss. ss. 3801 et seq.) ), confirms its agreement with ~~Salomon Smith Barney~~ Keefe, Bruyette & Woods, Inc. ("~~Salomon Smith Barney~~Keefe, Bruyette"), ~~Fleet Securities, Xxx.~~ Lehman Brothers Inc. ("Xxxex"), Merrill Lxxxx, Xxxxxx, Fenner & Smith Incorporated ("Merrill Lynch"), Xxxxxx Stanley & Co. Incxxxxxxted ("Xxrgan Stanley"), Xxxxxxtxxx Xecurxxxxx Ixxxxxxxated ("Prudential"), XXX Xaxxxxx XLC ("UBS WarburgXehxxx Xxxxherx") ~~and~~ xnd each ~~of the Underwriters~~ ox xxx oxxxx Xxxerwrxxxxx named in Schedule ~~A hereto~~ X xxxeto (collectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom ~~Salomon Smith Barney~~Keefe, ~~Fleet, Merrill Lynch, Morgan Stanley, Prudentiax xxx XXX Xxxburg~~ Bruyette and Lehman Brothers are acting ~~ax Xxxxxsxxxxxxxxx~~ as Representatives (xx in xxxx ~~capacity~~caxxxxxx, the "~~Representatives~~Xxxxxxentatives") with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of ~~7.20~~8,000,000 8% ~~Preferred~~ Capital Securities (liquidation amount $25 per ~~preferred~~ capital security) in the respective numbers set forth in said Schedule A hereto (the "~~Initial Preferred~~ Capital Securities") and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Preferred Securities to cover over-allotments, if any). The aforesaid 20,000,000 Initial Preferred Securities and all or part of the 3,000,000 Preferred Securities subject to the option described in Section 2(b) hereof (the "Option Preferred Securities") are hereinafter collectively called the "Preferred Securities". The Preferred Capital Securities are more fully described in the Prospectus (as defined below). The ~~Preferred~~ Capital Securities and the Common Securities, referred to below, will be guaranteed by ~~FleetBoston Financial Corporation (a Rhode Island corporation)~~ Banknorth Group, Inc., Maine corporation (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "~~Preferred~~ Securities Guarantee") pursuant to the ~~Preferred Securities~~ Guarantee Agreement (the "~~Preferred Securities~~ Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the ~~Preferred Securities~~Capital Securities and the Common Securities referred to below. The Company and the Trust each understand that the Underwriters propose to make a public offering of the ~~Preferred~~ Capital Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein), and the Capital Securities Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the ~~Preferred~~ Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the ~~Common Securities~~ Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $~~515,463,925~~ 206,185,575 aggregate principal amount of ~~7.20~~8% Junior Subordinated Debentures due April 1, 2032 (the "~~Initial~~ Debentures") issued by the ~~Company and, if all or part of the Option Preferred Securities are purchased, up to approximately an additional $77,319,600 aggregate principal amount of Debentures (the "Option Debentures")~~Company. The ~~aforesaid Initial Debentures and Option Debentures are hereinafter collectively called the "Debentures." The Preferred~~ Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated ~~Declaration of~~ Trust ~~of the Trust~~Agreement, to be dated as of Closing Time (the "~~Declaration~~Trust Agreement"), among the Company, as ~~Sponsor~~sponsor, The Bank of New York, as ~~institutional~~ property trustee (the "~~Institutional~~ Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and ~~Eugene M. McQuade~~William J. Ryan, ~~Douglas L Jacobs~~ Peter J. Verrill and ~~John R. Rodehorst~~Carol L. Mitchell, as ~~reguxxx~~ administraxxxx xxxxxxxx (~~xhe~~ thx "~~Xxxxxxx Xxxxxxxs~~Xxxxxxxxxxxxxe Truxxxxx" ~~and xxxxxxxx xxxx~~ xxx ~~Institutional~~ xxxxxxer with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of ~~June 30, 2000~~ Closing Time (the "~~Base~~ Indenture"), between the Company and The Bank of New York, as trustee (the "~~Indenture~~ Debenture Trustee"), as supplemented by the Third Supplemental Indenture, to be dated as of Closing Time (the "Third Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The ~~Preferred~~ Capital Securities, the ~~Preferred~~ Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (NoNos. 333-~~72912~~81980 and 333-81980-01), as amended by Pre-effective Amendment No. 1 thereto, including the ~~relevant forms of prospectus and~~ related preliminary ~~prospectus supplement~~prospectus, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Any prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a The term "preliminary prospectus." means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the ~~Preferred Securities~~ Capital Securities, is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated February 11, 2002 together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statexxxxx and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Banknorth Group Inc/Me)

Sch. B-1 EXHIBITS Exhibit ~~A--~~A-- Form of Opinion of Company's Counsel~~.............................~~................. A-1 Exhibit ~~B--~~B-- Form of Opinion of Trust's Special Delaware Counsel~~..............~~.. B-1 Exhibit ~~C--~~C-- Form of Lock-up Letter~~...........................................~~............................... C-1 FLEETBOSTON FINANCIAL CORPORATION (a Rhode Island corporation) FLEET CAPITAL TRUST ~~VIII~~ VII (a Delaware statutory business trust) 20,000,000 Preferred Securities 7.20% Preferred Securities (Liquidation Amount $25 Per Preferred Security) PURCHASE AGREEMENT ~~March 1~~September 10, ~~2002 Salomon Smith Barney Inc.~~ 2001 Morxxx Xxaxxxx & Co. Incorporated Fleet Securities, Inc. ~~Merrill Lynch~~Merxxxx Xxnch, Pierce, ~~Xxxxxx~~ Fenxxx & ~~Xxxtx~~ Smixx Incorporated ~~Morgan Xxxxxxx & Co. Incorporaxxx Xxudexxxxx Securities Incorporated UBX Xxxxuxx XXX as Representatives of the several Underwriters~~ Salxxxx Xxxxx Xxrney Inc. c/o ~~Salomon Smith Barney Inc. 388 Greenwich Street New York~~Morgan Staxxxx & Co. Incorporated 1580 Xxxxxxxx Xxx Xxxx, ~~New Yoxx~~ Xxx Xxxx 00000 Xadies and ~~Gentlemxx~~Gentlemen: ~~Xxxxx Xxxxxxx Xxxxx XXXX~~ Fleet Capital Trust VII (~~xxx~~ the "~~Xxxst~~Trust"), a statutory business trust created under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ~~Sections~~ ss. ss. 3801 et seq.) confirms its agreement with ~~Salomon Smith Barney Inc.~~ Morxxx Xxaxxxx & Co. Incorporated ("~~Salomon Smith Barney~~Morxxx Xxaxxxx"), Fleet Securities, ~~Xxx~~Inc. ("Fleet"), Merxxxx Xxnch, Pierce, Fenxxx & Smixx Xxcorporated ("Merxxxx Xxnxx"), Salxxxx Xxxxx Xxrxxx Xxc. ("Xxxex"), Merrill Lxxxx, Xxxxxx, Fenner & Smith Incorporated ("Merrill Lynch"), Xxxxxx Stanley & Co. Incxxxxxxted ("Xxrgan Stanley"), Xxxxxxtxxx Xecurxxxxx Ixxxxxxxated ("Prudential"), XXX Xaxxxxx XLC ("UBS WarburgSalxxxx Xxxxx Xxrney") and each of the Underwriters named in Schedule A hereto (collectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom ~~Salomon Smith Barney~~Morxxx Xxaxxxx, ~~Fleet~~Xleet, ~~Merrill Lynch, Morgan Stanley, Prudentiax xxx XXX Xxxburg are~~ Merxxxx Xxnxx xxd Salxxxx Xxxxx Xxrxxx xxe acting ~~ax Xxxxxsxxxxxxxxx~~ as Representatives (~~xx xxxx~~ in such capacity, the "Representatives") with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of 7.20% Preferred Securities (liquidation amount $25 per preferred security) in the respective numbers set forth in said Schedule A hereto (the "~~Initial~~ Preferred Securities") and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Preferred Securities to cover over-allotments, if any. The aforesaid 20,000,000 Initial Preferred Securities and all or part of the 3,000,000 Preferred Securities subject to the option described in Section 2(b) hereof (the "Option Preferred Securities") are hereinafter collectively called the "Preferred Securities"). The Preferred Securities are more fully described in the Prospectus (as defined below). The Preferred Securities will be guaranteed by FleetBoston Financial Corporation (a Rhode Island corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Preferred Securities. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Preferred Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $515,463,925 aggregate principal amount of 7.20% Junior Subordinated Debentures due ~~2032~~ 2031 (the "~~Initial~~ Debentures") issued by the ~~Company and, if all or part of the Option Preferred Securities are purchased, up to approximately an additional $77,319,600 aggregate principal amount of Debentures (the "Option Debentures")~~Company. ~~The aforesaid Initial Debentures and Option Debentures are hereinafter collectively called the "Debentures."~~ The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust of the Trust, to be dated as of Closing Time (the "Declaration"), among the Company, as Sponsor, The Bank of New York, as institutional trustee (the "Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and ~~Eugene M. McQuade~~Eugxxx X. XxXxxxx, ~~Douglas L Jacobs and John R. Rodehorst~~Xouxxxx X Xxxxxx xxd Johx X. Xxxxxxxxx, ~~as reguxxx xxxxxxxx~~ xs regular trustees (~~xhe~~ the "~~Xxxxxxx Xxxxxxxs~~Regular Trustees" and ~~xxxxxxxx xxxx xxx~~ together with the Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of June 30, 2000 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Indenture Trustee"), as supplemented by the ~~Third~~ Second Supplemental Indenture, to be dated as of Closing Time (the "~~Third~~ Second Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333-~~72912~~36444), as amended by Amendment No. 1 thereto, including the relevant forms of prospectus and preliminary prospectus supplement, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Any prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Preferred Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statexxxxx and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Purchase Agreement (Fleetboston Financial Corp)

Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B).................................................................A-1 EXHIBIT B FORM OF LOCK-UP LETTER...................................................................B-1 EXHIBITS Exhibit A--Form of Opinion of Company's Counsel.............................A-1 Exhibit B--Form of Opinion of Trust's Special Delaware Counsel..............B-1 Exhibit C--Form of Lock-up Letter...........................................C-1 FLEETBOSTON FINANCIAL CORPORATION (a Rhode Island corporation) FLEET CAPITAL TRUST VIII </TABLE> XXXXX RIVER GROUP, INC. (a Delaware ~~statutory business trust~~corporation) ~~20,000,000 Preferred Securities 7.20% Preferred Securities~~ o Shares of Common Stock (~~Liquidation Amount~~ $25 0.01 Par Value Per ~~Preferred Security~~Share) ~~PURCHASE~~ UNDERWRITING AGREEMENT ~~March 1~~o, ~~2002 Salomon Smith Barney Inc. Fleet Securities~~2005 Xxxxx, Xxxxxxxx & Xxxxx, Inc. ~~Merrill Lynch, Pierce, Xxxxxx & Xxxtx Incorporated Morgan Xxxxxxx & Co. Incorporaxxx Xxudexxxxx Securities Incorporated UBX Xxxxuxx XXX~~ as ~~Representatives~~ Representative of the several Underwriters c/o ~~Salomon Smith Barney~~ Keefe, Xxxxxxxx & Xxxxx, Inc. ~~388 Greenwich Street New York~~4th Floor 000 Xxxxxxx Xxxxxx Xxx Xxxx, ~~New Yoxx~~ Xxx Xxxx 00000 ~~Xadies~~ Ladies and ~~Gentlemxx~~Gentlemen: Xxxxx ~~Xxxxxxx Xxxxx XXXX~~ River Group, Inc., a Delaware corporation (~~xxx~~ the "~~Xxxst~~COMPANY"), ~~a statutory business trust created under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. Sections 3801 et seq.)~~ confirms its agreement with ~~Salomon Smith Barney~~ Xxxxx, Xxxxxxxx & Xxxxx, Inc. ("Salomon Smith Barney"), Fleet Securities, Xxx. ("Xxxex"), Merrill Lxxxx, Xxxxxx, Fenner & Smith Incorporated ("Merrill Lynch"), Xxxxxx Stanley & Co. Incxxxxxxted ("Xxrgan Stanley"), Xxxxxxtxxx Xecurxxxxx Ixxxxxxxated ("Prudential"), XXX Xaxxxxx XLC ("UBS WarburgKBW") and each of the other Underwriters named in Schedule A hereto (~~collectively~~ collectively, the "~~Underwriters~~UNDERWRITERS," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom ~~Salomon Smith Barney, Fleet, Merrill Lynch, Morgan Stanley, Prudentiax xxx XXX Xxxburg are~~ KBW is acting ~~ax Xxxxxsxxxxxxxxx~~ as representative (~~xx xxxx~~ in such capacity, the "~~Representatives~~REPRESENTATIVE") ), with respect to (i) the ~~issue and~~ sale by the ~~Trust~~ Company and the purchase by the Underwriters, acting severally and not jointly, of ~~7.20% Preferred Securities (liquidation amount $25 per preferred security) in~~ the respective numbers of the [o] shares of Common Stock, $0.01 par value per share, of the Company ("COMMON Stock") set forth in ~~said~~ Schedule A hereto and (~~the "Initial Preferred Securities"~~ii) ~~and with respect to~~ the grant by the ~~Trust~~ Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of ~~the~~ [o] additional ~~Preferred Securities~~ shares of Common Stock to cover over-allotments, if any. The aforesaid ~~20,000,000 Initial Preferred Securities~~ [o] shares of Common Stock (the "INITIAL SECURITIES") to be purchased by the Underwriters and all or any part of the ~~3,000,000 Preferred Securities~~ [o] shares of Common Stock subject to the option described in Section 2(b) hereof (the "~~Option Preferred Securities~~OPTION SECURITIES") are hereinafter ~~collectively called~~ called, collectively, the "~~Preferred Securities~~SECURITIES." The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a "~~. The Preferred~~ qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities ~~are more fully described in the Prospectus (as defined below). The Preferred Securities will be guaranteed by FleetBoston Financial Corporation (a Rhode Island corporation)~~ Dealers, Inc. (the "~~Company~~NASD"~~), to the extent set forth in the Prospectus,~~ ) with respect to ~~distributions~~ the offering and ~~amounts payable upon liquidation or redemption (~~sale of the Securities. KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Preferred Securities. INDEPENDENT UNDERWRITER." The Company ~~and the Trust each understand~~ understands that the Underwriters propose to make a public offering of the ~~Preferred~~ Securities as soon as the ~~Representatives deem~~ Representative deems advisable after this Agreement has been executed and delivered. The ~~entire proceeds from~~ Company and the ~~sale~~ Underwriters agree that up to [o] shares of the ~~Preferred~~ Securities ~~will~~ to be ~~combined with~~ purchased by the ~~entire proceeds from~~ Underwriters (the "RESERVED SECURITIES") shall be reserved for sale by the ~~Trust~~ Underwriters to the ~~Company of its common securities~~ Company's directors, officers, employees, agents, brokers and related persons (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $515,463,925 aggregate principal amount of 7.20% Junior Subordinated Debentures due 2032 (the "Initial Debentures") issued by the Company and, if all or part of the Option Preferred Securities are purchased, up to approximately an additional $77,319,600 aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter collectively called the "Debentures." The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust of the Trust, to be dated as of Closing Time (the "Declaration"), among the Company, as Sponsor, The Bank of New York, as institutional trustee (the "Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and Eugene M. McQuade, Douglas L Jacobs and John R. Rodehorst, as reguxxx xxxxxxxx (xhe "Xxxxxxx Xxxxxxxs" and xxxxxxxx xxxx xxx Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of June 30, 2000 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Indenture TrusteeINVITEES"), as ~~supplemented by~~ part of the Third Supplemental Indenture, to be dated as of Closing Time (the "Third Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333-72912), as amended by Amendment No. 1 thereto, including the relevant forms of prospectus and preliminary prospectus supplement, covering the registration distribution of the Securities ~~under~~ by the ~~Securities Act of 1933~~Underwriters, ~~as amended (~~subject to the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery terms of this Agreement, the ~~Company will either (i) prepare~~ applicable rules, regulations and ~~file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A")~~ interpretations of the ~~1933 Act Regulations~~NASD and all other applicable laws, ~~if applicable,~~ rules and ~~paragraph (b) of Rule 424 ("Rule 424(b)")~~ regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end of the ~~1933 Act Regulations or (ii) if~~ first business day after the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Any prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery date of this Agreement, ~~is herein called a "preliminary prospectus." Such registration statement, including~~ such Reserved Securities may be offered to the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) public as part of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the public offering ~~of the Preferred Securities is herein called the "Prospectus~~contemplated hereby." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statexxxxx and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (James River Group, INC)

Sch. ~~B-1~~ A-1 EXHIBITS Exhibit ~~A--~~A-- Form of Opinion of Company's Counsel~~.............................~~.............. A-1 Exhibit ~~B--~~B-- Form of Opinion of Trust's Special Delaware Counsel~~..............~~.............................................. B-1 ~~Exhibit C--Form of Lock-up Letter...........................................C-1 FLEETBOSTON FINANCIAL~~ CHITTENDEN CORPORATION (a ~~Rhode Island~~ Vermont corporation) ~~FLEET~~ and XXXXXXXXXX CAPITAL TRUST ~~VIII~~ [ ] (a Delaware statutory business trust) ~~20,000,000 Preferred~~ [ ] Capital Securities ~~7.20~~[ ]% ~~Preferred~~ Capital Securities (Liquidation Amount $25 Per ~~Preferred~~ Capital Security) ~~PURCHASE~~ UNDERWRITING AGREEMENT ~~March 1~~[ ], ~~2002 Salomon Smith Barney~~ 200[ ] Xxxxxx Brothers Inc. ~~Fleet Securities, Inc. Merrill Lynch, Pierce, Xxxxxx & Xxxtx Incorporated Morgan Xxxxxxx & Co. Incorporaxxx Xxudexxxxx Securities Incorporated UBX Xxxxuxx XXX~~ as ~~Representatives~~ Representative of the several Underwriters c/~~o Salomon Smith Barney~~ x Xxxxxx Brothers Inc. ~~388 Greenwich Street New York~~000 Xxxxxxx Xxxxxx Xxx Xxxx, ~~New Yoxx~~ Xxx Xxxx 00000 ~~Xadies~~ Ladies and ~~Gentlemxx~~Gentlemen: ~~Xxxxx Xxxxxxx Xxxxx XXXX~~ Xxxxxxxxxx Capital Trust [ ] (~~xxx~~ the "~~Xxxst~~Trust"), a statutory business trust ~~created~~ organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ~~Sections~~ ss. ss. 3801 et seq.) ), confirms its agreement with ~~Salomon Smith Barney~~ Xxxxxx Brothers Inc. ("~~Salomon Smith Barney"), Fleet Securities, Xxx. ("Xxxex"), Merrill Lxxxx, Xxxxxx, Fenner & Smith Incorporated ("Merrill Lynch"),~~ Xxxxxx ~~Stanley & Co. Incxxxxxxted ("Xxrgan Stanley"), Xxxxxxtxxx Xecurxxxxx Ixxxxxxxated ("Prudential"), XXX Xaxxxxx XLC ("UBS Warburg~~Brothers") and each of the other Underwriters named in Schedule A hereto (collectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom ~~Salomon Smith Barney, Fleet, Merrill Lynch, Morgan Stanley, Prudentiax xxx XXX Xxxburg are~~ Xxxxxx Brothers is acting ~~ax Xxxxxsxxxxxxxxx~~ as Representative (~~xx xxxx~~ in such capacity, the "~~Representatives~~Representative") with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of ~~7.20~~[ ]% ~~Preferred~~ Capital Securities (liquidation amount $25 per ~~preferred~~ capital security) in the respective numbers set forth in said Schedule A hereto (the "Initial ~~Preferred~~ Capital Securities") and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional ~~Preferred~~ Capital Securities to cover over-allotments, if any. The aforesaid ~~20,000,000~~ [ ] Initial ~~Preferred~~ Capital Securities and all or part of the ~~3,000,000 Preferred~~ [ ] Capital Securities subject to the option described in Section 2(b) hereof (the "Option ~~Preferred~~ Capital Securities") are hereinafter ~~collectively called~~ called, collectively, the "~~Preferred~~ Capital Securities". ." The ~~Preferred~~ Capital Securities are more fully described in the Prospectus (as defined below). The ~~Preferred~~ Capital Securities and the Common Securities, referred to below, will be guaranteed by ~~FleetBoston Financial~~ Chittenden Corporation (a ~~Rhode Island~~ Vermont corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "~~Preferred~~ Securities Guarantee") pursuant to the ~~Preferred Securities~~ Guarantee Agreement (the "~~Preferred Securities~~ Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the ~~Preferred~~ Capital Securities and the Common Securities, referred to below. The Company and the Trust each understand that the Underwriters propose to make a public offering of the ~~Preferred~~ Capital Securities as soon as the ~~Representatives deem~~ Representative deems advisable after this Agreement has been executed and delivered, and the Trust Agreement (as defined herein), the Indenture (as defined herein) and the Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the ~~Preferred~~ Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase ~~$515,463,925~~ $ [ ] aggregate principal amount of ~~7.20~~[ ]% Junior Subordinated Debentures due ~~2032~~ [ ], 20[ ] (the "~~Initial~~ Debentures") issued by the Company and, if all or part of the Option ~~Preferred~~ Capital Securities are purchased, up to approximately an additional $~~77,319,600~~ [ ] aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter ~~collectively called~~ called, collectively, the "Debentures." The ~~Preferred~~ Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated ~~Declaration of~~ Trust Agreement of the Trust, to be dated as of Closing Time (the "~~Declaration~~Trust Agreement"), among the Company, as ~~Sponsor~~sponsor, The Bank of New York, as ~~institutional~~ property trustee (the "~~Institutional~~ Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and ~~Eugene M. McQuade~~[ ], ~~Douglas L Jacobs~~ [ ] and ~~John R. Rodehorst,~~ [ ] as ~~reguxxx xxxxxxxx~~ administrative trustees (~~xhe~~ the "~~Xxxxxxx Xxxxxxxs~~Administrative Trustees" and ~~xxxxxxxx xxxx xxx Institutional~~ together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of ~~June 30, 2000~~ Closing Time (the "~~Base~~ Indenture"), between the Company and The Bank of New York, as trustee (the "~~Indenture~~ Debenture Trustee"), as supplemented by the Third Supplemental Indenture, to be dated as of Closing Time (the "Third Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The ~~Preferred~~ Capital Securities, the ~~Preferred~~ Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the ~~Prospectus~~Prospectus (as defined below). The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (NoNos. ~~333-72912~~333-[ ] and 333-[ ]-01), as amended by Pre-effective Amendment No. 1 thereto, including the ~~relevant forms of prospectus and~~ related preliminary ~~prospectus supplement~~prospectus, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet relating to the Securities (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Any prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a The term "preliminary prospectus." means a preliminary prospectus supplement specifically relating to the Capital Securities together with a base prospectus. Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the ~~Preferred~~ Capital Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated [ ], 200[ ], together with the Term ~~Sheet~~ Sheet, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("~~EDGAR~~XXXXX"). All references in this Agreement to financial ~~statexxxxx~~ statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Chittenden Corp /Vt/)

Sch. B-1 EXHIBITS Exhibit ~~A--~~A -- Form of Opinion of Company's Counsel~~.............................~~...........................A-1 Exhibit ~~B--~~B -- Form of Opinion of Trust's Special Delaware Counsel~~..............~~............B-1 Exhibit ~~C--~~C -- Form of Lock-up Letter~~...........................................~~.........................................C-1 FLEETBOSTON FINANCIAL CORPORATION (a Rhode Island corporation) FLEET CAPITAL TRUST ~~VIII~~ VI (a Delaware statutory business trust) ~~20,000,000~~ 11,000,000 Preferred Securities ~~7.20~~8.80% Trust Originated Preferred Securities (Liquidation Amount $25 Per Preferred Security) PURCHASE AGREEMENT ~~March 1~~June 21, ~~2002 Salomon Smith Barney Inc.~~ 2000 MERRXXX XXXCX & XO. Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated Fleet Securities, Inc. ~~Merrill Lynch~~Morgxx Xxxnxxx & Xo. Incorporated Prudential Securities Incorporated Saloxxx Xxxxx Xxxney Inc. Tuckxx Xxxxxxx Xxxorporated c/o Xxxxxxx Xxxxx & Xx. Merrxxx Xxxch, Pierce, ~~Xxxxxx~~ Fennxx & ~~Xxxtx~~ Xmitx Incorporated ~~Morgan Xxxxxxx & Co. Incorporaxxx Xxudexxxxx Securities Incorporated UBX Xxxxuxx XXX as Representatives of~~ North Tower 4 World Financial Center New Xxxx, Xxx Xxxx 00000-0000 Xxdies and Gentlemen: Fleet Capital Trust VI (the ~~several Underwriters c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New Yoxx 00000 Xadies and Gentlemxx: Xxxxx Xxxxxxx Xxxxx XXXX (xxx~~ "~~Xxxst~~Trust"), a statutory business trust ~~created~~ organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. ~~Sections~~ ss. ss. 3801 et seq.) confirms its agreement with ~~Salomon Smith Barney Inc.~~ Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated ("~~Salomon Smith Barney~~Merrxxx Xxxcx"), Fleet Securities, ~~Xxx.~~ Inc. ("~~Xxxex~~Fleet"), ~~Merrill Lxxxx, Xxxxxx, Fenner~~ Morgxx Xxxnxxx & ~~Smith~~ Xo. Incorporated ("~~Merrill Lynch~~Morgxx Xxxnxxx"), ~~Xxxxxx Stanley & Co. Incxxxxxxted ("Xxrgan Stanley"), Xxxxxxtxxx Xecurxxxxx Ixxxxxxxated~~ Prudential Securities Incorporated ("Prudential"), ~~XXX Xaxxxxx XLC~~ Saloxxx Xxxxx Xxxney Inc. ("~~UBS Warburg~~Saloxxx Xxxxx Xxxnxx"), Tuckxx Xxxxxxx Xxxorporated ("Tuckxx Xxxxxxx") ~~and~~ xnd each of the Underwriters named in Schedule A hereto (collectively the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom ~~Salomon Smith Barney~~Merrxxx Xxxcx, ~~Fleet~~Xxeet, ~~Merrill Lynch~~Morgxx Xxxnxxx, ~~Morgan Stanley~~Xxudential, ~~Prudentiax~~ Saloxxx Xxxxx Xxxney and Tuckxx Xxxxxxx xxx ~~XXX Xxxburg are~~ acting ~~ax Xxxxxsxxxxxxxxx~~ as Representatives (~~xx xxxx~~ in such capacity, the "Representatives") with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of ~~7.20~~8.80% Trust Originated Preferred Securities (liquidation amount $25 per preferred security) in the respective numbers set forth in said Schedule A hereto (the "Initial Preferred Securities") ), and with respect to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Preferred Securities to cover over-allotments, if any. The aforesaid ~~20,000,000~~ 11,000,000 Initial Preferred Securities and all or part of the ~~3,000,000~~ 1,650,000 Preferred Securities subject to the option described in Section 2(b) hereof (the "Option Preferred Securities") are hereinafter ~~collectively called~~ called, collectively, the "Preferred Securities". ." The Preferred Securities are more fully described in the Prospectus (as defined below). The Preferred Securities will be guaranteed by FleetBoston Financial Corporation (a Rhode Island corporation) (the "Company"), to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption (the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Preferred Securities. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Preferred Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered, and the Declaration (as defined herein), the Indenture (as defined herein), and the Preferred Securities Guarantee Agreement have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $~~515,463,925~~ 283,506,000 aggregate principal amount of ~~7.20~~8.80% Junior Subordinated Debentures due ~~2032~~ 2030 (the "~~Initial~~ Debentures") issued by the Company and, if all or part of the Option Preferred Securities are purchased, up to approximately an additional $~~77,319,600~~ 42,525,000 aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter ~~collectively called~~ called, collectively, the "Debentures." The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust of the Trust, to be dated as of Closing Time (the "Declaration"), among the Company, as Sponsor, The Bank of New York, as institutional trustee (the "Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and ~~Eugene M. McQuade~~Eugexx X. XxXxxxx, ~~Douglas L Jacobs and~~ Xxugxxx X Xxxxxx xxx John ~~R. Rodehorst~~X. Xxxxxxxxx, ~~as reguxxx xxxxxxxx~~ xx regular trustees (~~xhe~~ the "~~Xxxxxxx Xxxxxxxs~~Regular Trustees" and ~~xxxxxxxx xxxx xxx~~ together with the Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of June 30, 2000 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Indenture Trustee"), as supplemented by the ~~Third~~ First Supplemental Indenture, to be dated as of Closing Time (the "~~Third~~ First Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333-~~72912~~36444), as amended by Amendment No. 1 thereto, including the ~~relevant forms of prospectus and~~ related preliminary ~~prospectus supplement~~prospectus, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." ~~Any~~ Each prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, ~~if any~~as applicable, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Preferred Securities is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated June 19, 2000 together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("~~EDGAR~~EDGAX"). All references in this Agreement to financial ~~statexxxxx~~ statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Purchase Agreement (Fleetboston Financial Corp)

Sch. ~~B-1~~ A-1 EXHIBITS Exhibit ~~A--~~A -- Form of Opinion of ~~Company's Counsel.............................~~Counsel to Popular and PNA....................................................... A-1 Exhibit ~~B--~~B -- Form of Opinion of ~~Trust's~~ Puerto Rico Counsel for Popular and PNA.......................................... B-1 Exhibit C -- Form of Opinion of Special Delaware ~~Counsel..............B-1 Exhibit C--Form of Lock-up Letter...........................................~~Counsel for PNA and the Trust....................................................................................... C-1 ~~FLEETBOSTON FINANCIAL CORPORATION~~ POPULAR, INC. (a ~~Rhode Island~~ Puerto Rico corporation) ~~FLEET~~ POPULAR NORTH AMERICA, INC. (a Delaware Corporation) POPULAR NORTH AMERICA CAPITAL TRUST ~~VIII~~ I (a Delaware statutory ~~business~~ trust) ~~20,000,000 Preferred Securities 7.20% Preferred~~ 250,000 [-]% Capital Securities (Liquidation Amount $25 1,000 Per ~~Preferred~~ Capital Security) PURCHASE AGREEMENT ~~March 1~~September [-], ~~2002 Salomon Smith Barney~~ 2004 Credit Suisse First Boston LLC X.X. Xxxxxx Securities Inc. ~~Fleet Securities, Inc. Merrill Lynch, Pierce, Xxxxxx & Xxxtx Incorporated Morgan Xxxxxxx & Co. Incorporaxxx Xxudexxxxx Securities Incorporated UBX Xxxxuxx XXX~~ as Representatives of the several Underwriters c/o ~~Salomon Smith Barney Inc. 388 Greenwich Street New York~~Credit Suisse First Boston LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, ~~New Yoxx 00000 Xadies~~ XX 00000-0000 Ladies and ~~Gentlemxx~~Gentlemen: ~~Xxxxx Xxxxxxx Xxxxx XXXX~~ Popular North America Capital Trust I (~~xxx~~ the "~~Xxxst~~Trust"), a statutory ~~business~~ trust created under the ~~Business~~ Statutory Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. Sections 3801 et seq.) ), Popular North America, Inc., a Delaware corporation ("PNA"), and Popular, Inc., a Puerto Rico corporation ("Popular"), each confirms its agreement with ~~Salomon Smith Barney~~ Credit Suisse First Boston LLC ("CSFB"), X.X. Xxxxxx Securities Inc. ("Salomon Smith Barney"), Fleet Securities, Xxx. ("Xxxex"), Merrill Lxxxx, Xxxxxx, Fenner & Smith Incorporated ("Merrill Lynch"), Xxxxxx Stanley & Co. Incxxxxxxted ("Xxrgan Stanley"), Xxxxxxtxxx Xecurxxxxx Ixxxxxxxated ("Prudential"), XXX Xaxxxxx XLC ("UBS WarburgJPMorgan") ~~and each of~~ and, the other Underwriters ~~named~~ listed in Schedule A hereto (~~collectively~~ collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom ~~Salomon Smith Barney, Fleet, Merrill Lynch, Morgan Stanley, Prudentiax xxx XXX Xxxburg~~ CSFB and JPMorgan are acting ~~ax Xxxxxsxxxxxxxxx~~ as Representatives (~~xx xxxx~~ in such capacity, the "Representatives") ), with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of ~~7.20% Preferred~~ 250,000 [-]% Capital Securities (liquidation amount $25 1,000 per ~~preferred~~ security) in the respective numbers set forth in said Schedule A hereto (the "~~Initial Preferred~~ Capital Securities") ). The Capital Securities will be guaranteed by Popular and ~~with respect~~ PNA, to the grant by the Trust to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the additional Preferred Securities to cover over-allotments, if any. The aforesaid 20,000,000 Initial Preferred Securities and all or part of the 3,000,000 Preferred Securities subject to the option described in Section 2(b) hereof (the "Option Preferred Securities") are hereinafter collectively called the "Preferred Securities". The Preferred Securities are more fully described extent set forth in the Prospectus (as defined below)~~. The Preferred Securities will be guaranteed by FleetBoston Financial Corporation (a Rhode Island corporation) (the "Company"), to the extent set forth in the Prospectus~~, with respect to distributions and amounts payable upon liquidation of the Trust or redemption of the Capital Securities (collectively, the "~~Preferred~~ Capital Securities ~~Guarantee~~Guarantees") pursuant to the ~~Preferred~~ Capital Securities Guarantee Agreement (the "~~Preferred Securities~~ Guarantee Agreement") ), to be dated as of Closing Time (as defined below), executed and delivered by ~~the Company~~ Popular, PNA and ~~The Bank of New York~~ X.X. Xxxxxx Trust Company, National Association (the "Guarantee Trustee"), a ~~New York~~ national banking ~~corporation~~ association, not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the ~~Preferred~~ Capital Securities. The Company and the Trust each understand that the Underwriters propose to make a public offering of the Preferred Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The entire proceeds from the sale of the ~~Preferred~~ Capital Securities will be combined with the entire proceeds from the sale by the Trust to ~~the Company~~ PNA of its common securities (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $~~515,463,925~~ 257,732,000 aggregate principal amount of ~~7.20%~~ [-]% Junior Subordinated Debentures due ~~2032~~ 2034 (the "~~Initial~~ Debentures") issued by ~~the Company and, if all or part of the Option Preferred Securities are purchased, up to approximately an additional $77,319,600 aggregate principal amount of Debentures~~ PNA and guaranteed (the "~~Option Debentures~~Debenture Guarantees")) by Popular. The ~~aforesaid Initial Debentures and Option Debentures are hereinafter collectively called the "Debentures." The Preferred~~ Capital Securities and the Common Securities will be issued pursuant to the Amended and Restated ~~Declaration of~~ Trust ~~of the Trust~~Agreement, to be dated as of Closing Time (the "~~Declaration~~Trust Agreement"), among ~~the~~ Popular, PNA, as Depositor, X.X. Xxxxxx Trust Company, ~~as Sponsor, The Bank of New York~~National Association, as ~~institutional~~ property trustee (the "~~Institutional~~ Property Trustee"), ~~The~~ Chase Manhattan Bank ~~of New York (Delaware)~~USA, National Association, as Delaware trustee (the "Delaware Trustee"), and ~~Eugene M. McQuade~~Xxxxx X. Xxxxxxxx, ~~Douglas L Jacobs~~ an individual, and ~~John R. Rodehorst~~Xxxxxxx Xxxxxxx, an individual, as ~~reguxxx xxxxxxxx~~ administrative trustees (~~xhe~~ the "~~Xxxxxxx Xxxxxxxs~~Administrative Trustees," and ~~xxxxxxxx xxxx xxx Institutional~~ together with the Property Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures and the Debenture Guarantees will be issued pursuant to ~~an Indenture, dated as of June 30, 2000~~ a Junior Subordinated Indenture (the "~~Base~~ Indenture"), to be dated as of the Closing Time, between ~~the Company and The Bank of New York~~PNA, as issuer, Popular, as guarantor, and X.X. Xxxxxx Trust Company, National Association, as indenture trustee (the "Indenture Trustee"), as supplemented by the Third Supplemental Indenture, to be dated as of Closing Time (the "Third Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The ~~Preferred~~ Capital Securities, the ~~Preferred~~ Capital Securities ~~Guarantee~~ Guarantees, the Debentures and the ~~Debentures~~ Debenture Guarantees are collectively referred to herein as the "Securities." This Agreement, the Trust Agreement, the Guarantee Agreement, the Indenture and the Expense Agreement (as defined herein) are collectively referred to as the "Operative Documents"). Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. ~~The Company~~ Popular, PNA and the Trust each understands that the Underwriters propose to make a public offering of the Capital Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. Popular, PNA and the Trust have filed with the Securities and Exchange Commission (the "Commission") a ~~shelf~~ registration statement on Form S-3 (No. 333-~~72912~~118197, 000-000000-00 and 333-118197 02)~~, as amended by Amendment No. 1 thereto~~, including the relevant forms of prospectus and preliminary ~~prospectus supplement~~prospectus, covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), ~~which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules~~ and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery of this Agreement, Popular, PNA and the ~~Company~~ Trust will either (i) prepare and file a prospectus ~~(including a prospectus supplement relating to the Securities)~~ in accordance with the provisions of Rule 430A ("Rule 430A") of the 1933 Act Regulations, if applicable, and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act ~~Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act~~ Regulations~~, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b)~~. The information included in such prospectus ~~or in such Term Sheet, as the case may be,~~ that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective ~~(a)~~ pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information~~" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information~~." Any prospectus used before such registration statement became effective, and any prospectus that ~~omitted, as applicable,~~ omitted the Rule 430A Information ~~or the Rule 434 Information,~~ that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, ~~and~~ the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 ~~Act~~Act and the Rule 430A Information, if any, at the time it became ~~effective and including the Rule 430A Information and the Rule 434 Information, if any~~effective, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the ~~Preferred Securities~~ Capital Securities, is herein called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the Prospectus ~~or any Term Sheet~~ or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("~~EDGAR~~XXXXX"). All references in this Agreement to financial ~~statexxxxx~~ statements and schedules and other information which is "contained," "included" or "stated," or words of similar import, in the Registration Statement, any preliminary prospectus or the Prospectus ~~(or other references of like import)~~ shall ~~be deemed to mean and~~ include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall ~~be deemed to mean and~~ include the filing of any document under the Securities Exchange Act of ~~1934~~ 1934, as amended (the "1934 Act") ), which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Popular North America Capital Trust I)

Sch. D-1 EXHIBIT A FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(B)...........................................A-1 EXHIBIT B FORM OF LOCK-UP LETTER.............................................B-1 EXHIBITS Exhibit A--Form of Opinion of Company's Counsel.............................A-1 Exhibit B--Form of Opinion of Trust's Special Delaware Counsel..............B-1 Exhibit C--Form of Lock-up Letter...........................................C-1 FLEETBOSTON FINANCIAL CORPORATION (a Rhode Island corporation) FLEET CAPITAL TRUST VIII </TABLE> XXXXX RIVER GROUP, INC. (a Delaware ~~statutory business trust~~corporation) ~~20,000,000 Preferred Securities 7.20% Preferred Securities~~ 4,444,000 Shares of Common Stock (~~Liquidation Amount~~ $25 0.01 Par Value Per ~~Preferred Security~~Share) ~~PURCHASE~~ UNDERWRITING AGREEMENT ~~March 1~~August 8, ~~2002 Salomon Smith Barney Inc. Fleet Securities~~2005 Xxxxx, Xxxxxxxx & Xxxxx, Inc. ~~Merrill Lynch, Pierce, Xxxxxx & Xxxtx Incorporated Morgan Xxxxxxx & Co. Incorporaxxx Xxudexxxxx Securities Incorporated UBX Xxxxuxx XXX~~ as ~~Representatives~~ Representative of the several Underwriters c/o ~~Salomon Smith Barney~~ Keefe, Xxxxxxxx & Xxxxx, Inc. ~~388 Greenwich Street New York~~4th Floor 000 Xxxxxxx Xxxxxx Xxx Xxxx, ~~New Yoxx~~ Xxx Xxxx 00000 ~~Xadies~~ Ladies and ~~Gentlemxx~~Gentlemen: Xxxxx ~~Xxxxxxx Xxxxx XXXX~~ River Group, Inc., a Delaware corporation (~~xxx~~ the "~~Xxxst~~COMPANY"), ~~a statutory business trust created under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. Sections 3801 et seq.)~~ confirms its agreement with ~~Salomon Smith Barney~~ Xxxxx, Xxxxxxxx & Xxxxx, Inc. ("Salomon Smith Barney"), Fleet Securities, Xxx. ("Xxxex"), Merrill Lxxxx, Xxxxxx, Fenner & Smith Incorporated ("Merrill Lynch"), Xxxxxx Stanley & Co. Incxxxxxxted ("Xxrgan Stanley"), Xxxxxxtxxx Xecurxxxxx Ixxxxxxxated ("Prudential"), XXX Xaxxxxx XLC ("UBS WarburgKBW") and each of the other Underwriters named in Schedule A hereto (~~collectively~~ collectively, the "~~Underwriters~~UNDERWRITERS," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom ~~Salomon Smith Barney, Fleet, Merrill Lynch, Morgan Stanley, Prudentiax xxx XXX Xxxburg are~~ KBW is acting ~~ax Xxxxxsxxxxxxxxx~~ as representative (~~xx xxxx~~ in such capacity, the "~~Representatives~~REPRESENTATIVE") ), with respect to (i) the ~~issue and~~ sale by the ~~Trust~~ Company and the purchase by the Underwriters, acting severally and not jointly, of ~~7.20% Preferred Securities (liquidation amount $25 per preferred security) in~~ the respective numbers of the 4,444,000 shares of Common Stock, $0.01 par value per share, of the Company ("COMMON STOCK") set forth in ~~said~~ Schedule A hereto and (~~the "Initial Preferred Securities"~~ii) ~~and with respect to~~ the grant by the ~~Trust~~ Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of ~~the~~ 666,600 additional ~~Preferred Securities~~ shares of Common Stock to cover over-allotments, if any. The aforesaid ~~20,000,000 Initial Preferred Securities~~ 4,444,000 shares of Common Stock (the "INITIAL SECURITIES") to be purchased by the Underwriters and all or any part of the ~~3,000,000 Preferred Securities~~ 666,600 shares of Common Stock subject to the option described in Section 2(b) hereof (the "~~Option Preferred Securities~~OPTION SECURITIES") are hereinafter ~~collectively called~~ called, collectively, the "~~Preferred Securities~~SECURITIES." The Company hereby confirms its engagement of KBW as, and KBW hereby confirms its agreement with the Company to render services as, a "~~. The Preferred~~ qualified independent underwriter" within the meaning of Rule 2720(b)(15) of the Conduct Rules of the National Association of Securities ~~are more fully described in the Prospectus (as defined below). The Preferred Securities will be guaranteed by FleetBoston Financial Corporation (a Rhode Island corporation)~~ Dealers, Inc. (the "~~Company~~NASD"~~), to the extent set forth in the Prospectus,~~ ) with respect to ~~distributions~~ the offering and ~~amounts payable upon liquidation or redemption (~~sale of the Securities. KBW, solely in its capacity as "qualified independent underwriter" and not otherwise, is referred to herein as the "Preferred Securities Guarantee") pursuant to the Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") to be dated as of Closing Time (as defined below), executed and delivered by the Company and The Bank of New York (the "Guarantee Trustee"), a New York banking corporation not in its individual capacity but solely as trustee, for the benefit of the holders from time to time of the Preferred Securities. INDEPENDENT UNDERWRITER." The Company ~~and the Trust each understand~~ understands that the Underwriters propose to make a public offering of the ~~Preferred~~ Securities as soon as the ~~Representatives deem~~ Representative deems advisable after this Agreement has been executed and delivered. The ~~entire proceeds from~~ Company and the ~~sale~~ Underwriters agree that up to 255,530 shares of the ~~Preferred~~ Securities ~~will~~ to be ~~combined with~~ purchased by the ~~entire proceeds from~~ Underwriters (the "RESERVED SECURITIES") shall be reserved for sale by the ~~Trust~~ Underwriters to the ~~Company of its common securities~~ Company's directors, officers, employees, agents, brokers and related persons (the "Common Securities") guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and amounts payable upon liquidation or redemption pursuant to the Common Securities Guarantee Agreement (the "Common Securities Guarantee Agreement" and, together with the Preferred Securities Agreement, the "Guarantee Agreements"), to be dated as of Closing Time, executed and delivered by the Company for the benefit of the holders from time to time of the Common Securities, and will be used by the Trust to purchase $515,463,925 aggregate principal amount of 7.20% Junior Subordinated Debentures due 2032 (the "Initial Debentures") issued by the Company and, if all or part of the Option Preferred Securities are purchased, up to approximately an additional $77,319,600 aggregate principal amount of Debentures (the "Option Debentures"). The aforesaid Initial Debentures and Option Debentures are hereinafter collectively called the "Debentures." The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust of the Trust, to be dated as of Closing Time (the "Declaration"), among the Company, as Sponsor, The Bank of New York, as institutional trustee (the "Institutional Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and Eugene M. McQuade, Douglas L Jacobs and John R. Rodehorst, as reguxxx xxxxxxxx (xhe "Xxxxxxx Xxxxxxxs" and xxxxxxxx xxxx xxx Institutional Trustee and the Delaware Trustee, the "Trustees"), and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of June 30, 2000 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Indenture TrusteeINVITEES"), as ~~supplemented by~~ part of the Third Supplemental Indenture, to be dated as of Closing Time (the "Third Supplemental Indenture," together with the Base Indenture, the "Indenture"), between the Company and the Indenture Trustee. The Preferred Securities, the Preferred Securities Guarantee and the Debentures are collectively referred to herein as the "Securities." Capitalized terms used herein without definition have the respective meanings specified in the Prospectus. The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3 (No. 333-72912), as amended by Amendment No. 1 thereto, including the relevant forms of prospectus and preliminary prospectus supplement, covering the registration distribution of the Securities ~~under~~ by the ~~Securities Act of 1933~~Underwriters, ~~as amended (~~subject to the "1933 Act"), which permits the delayed or continuous offering of securities pursuant to Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Promptly after execution and delivery terms of this Agreement, the ~~Company will either (i) prepare~~ applicable rules, regulations and ~~file a prospectus (including a prospectus supplement relating to the Securities) in accordance with the provisions of Rule 430A ("Rule 430A")~~ interpretations of the ~~1933 Act Regulations~~NASD and all other applicable laws, ~~if applicable,~~ rules and ~~paragraph (b) of Rule 424 ("Rule 424(b)")~~ regulations. To the extent that such Reserved Securities are not orally confirmed for purchase by such Invitees by the end of the ~~1933 Act Regulations or (ii) if~~ first business day after the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in such prospectus or in such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Any prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery date of this Agreement, ~~is herein called a "preliminary prospectus." Such registration statement, including~~ such Reserved Securities may be offered to the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, if any, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) public as part of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the public offering ~~of the Preferred Securities is herein called the "Prospectus~~contemplated hereby." If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus together with the Term Sheet and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statexxxxx and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (James River Group, INC)

Common use of Sch Clause in Contracts