Standard Contracts
PURCHASE AGREEMENT between BANK ONE CORPORATION, as Seller, and RAYMOND JAMES FINANCIAL, INC., as Buyer April 14, 1999 PURCHASE AGREEMENT TABLE OF CONTENTSPurchase Agreement • May 7th, 1999 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • Delaware
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT ("Amendment No. 2") is dated as of October 24, 2000 by and among RAYMOND JAMES FINANCIAL, INC., a Florida corporation (the "Borrower"), the Lenders named...Revolving Credit Agreement • December 22nd, 2000 • Raymond James Financial Inc • Security brokers, dealers & flotation companies
569053.5 [Execution] REVOLVING CREDIT AGREEMENT Dated as of October 26, 1999Revolving Credit Agreement • December 22nd, 1999 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 10.4 This letter agreement sets out the terms under which we have agreed that you will serve as Corporate Secretary and Senior Vice President of Raymond James Financial, Inc. (the Company). 1. EFFECTIVE DATE: TERM OF AGREEMENT. This agreement...Employment Agreement • December 23rd, 1996 • Raymond James Financial Inc • Security brokers, dealers & flotation companies
LIBERTY - RJF TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • December 23rd, 1996 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • Florida
Execution] TERM CREDIT AGREEMENT Dated as of October 26, 1999Term Credit Agreement • December 22nd, 1999 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
TRISTATE CAPITAL HOLDINGS, INC. 6.75% FIXED-TO-FLOATING RATE SERIES A NON- CUMULATIVE PERPETUAL PREFERRED STOCK DEPOSIT AGREEMENT among TRISTATE CAPITAL HOLDINGS, INC., COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY, N.A., and THE HOLDERS FROM...Deposit Agreement • May 31st, 2022 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
THIS DEPOSIT AGREEMENT dated as of March 20, 2018, among (i) TRISTATE CAPITAL HOLDINGS, INC., a Pennsylvania corporation and its successors (the “Corporation”), (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and the wholly-owned subsidiary of Computershare (the “Trust Company”), and (iii) the Holders (as defined herein) from time to time of the Receipts (as defined herein) described in this Agreement.
1 Exhibit 10 ARRANGEMENT AGREEMENTArrangement Agreement • December 14th, 2000 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • Ontario
RAYMOND JAMES FINANCIAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 2nd, 2021 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
Raymond James Financial, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its securities identified in Schedule I hereto (the “Securities”). The Securities will be issued under an indenture dated as of August 10, 2009 (as amended or supplemented from time to time, the “Indenture”) between the Company and The Bank of New York Mellon Trust Co., N.A., as trustee (the “Trustee”). The Securities are described more fully in the Prospectus, referred to below. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, each shall be deemed to refer to such firm or firms.
FORM OF RSU AWARD NOTICE AND AGREEMENT FOR GRANT OF SPECIAL RETENTION AWARD (TIME-BASED VESTING) FOR MR. PAUL C. REILLY] RAYMOND JAMES FINANCIAL, INC. AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARDRestricted Stock Unit Award Agreement • December 19th, 2022 • Raymond James Financial Inc • Security brokers, dealers & flotation companies
You (the “Grantee”) have been granted an award of Restricted Stock Units (the “Award”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the Raymond James Financial, Inc. Amended and Restated 2012 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Restricted Stock Unit Agreement (the “Agreement”) attached hereto, as follows. Unless otherwise provided herein, the terms in this Notice shall have the same meaning as those defined in the Plan.
CREDIT AGREEMENT Dated as of February 6, 2009 among RAYMOND JAMES FINANCIAL, INC., as Borrower, THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, REGIONS BANK, as Co-Syndication Agent FIFTH THIRD BANK, as...Credit Agreement • February 9th, 2009 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
Facility Assigned Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans1
RAYMOND JAMES FINANCIAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2012 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
Raymond James Financial, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its securities identified in Schedule I hereto (the “Securities”). The Securities will be issued under an indenture dated as of August 10, 2009 (as amended or supplemented from time to time, the “Indenture”) between the Company and The Bank of New York Mellon Trust Co., N.A., as trustee (the “Trustee”). The Securities are described more fully in the Prospectus, referred to below. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, each shall be deemed to refer to such firm or firms.
RAYMOND JAMES FINANCIAL, INC. UNDERWRITING AGREEMENT 10,500,000 SHARES OF COMMON STOCKUnderwriting Agreement • February 21st, 2012 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
Raymond James Financial, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 9,500,000 shares (the “Company Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), and certain stockholders of the Company named in Schedule III hereto (the “Selling Stockholders”) propose to sell to the Underwriters 1,000,000 shares (the “Selling Stockholder Shares,” and together with the Company Shares, the “Firm Shares”) of Common Stock. In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an aggregate of 1,575,000 additional shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are herein referred to as the “Shares”. Such Shares are to be sold to each Underwriter, acting severally and not jointly, in such amounts as are listed in Schedule II
CREDIT AGREEMENT Dated as of August 6, 2015 amongCredit Agreement • August 10th, 2015 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
This CREDIT AGREEMENT is entered into as of August 6, 2015 among RAYMOND JAMES FINANCIAL, INC., a Florida corporation (the “Borrower”), the Lenders (defined herein), the Swing Line Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.
WAIVER 1AND AMENDMENT This WAIVER AND AMENDMENT is dated as of October 13, 2000 by and among RAYMOND JAMES FINANCIAL, INC., a Florida corporation (the "Borrower"), the Lenders named in the Credit Agreements referred to below (the "Lenders"), and BANK...Waiver and Amendment • December 22nd, 2000 • Raymond James Financial Inc • Security brokers, dealers & flotation companies
RAYMOND JAMES FINANCIAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2020 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
Raymond James Financial, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its securities identified in Schedule I hereto (the “Securities”). The Securities will be issued under an indenture dated as of August 10, 2009 (as amended or supplemented from time to time, the “Indenture”) between the Company and The Bank of New York Mellon Trust Co., N.A., as trustee (the “Trustee”). The Securities are described more fully in the Prospectus, referred to below. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, each shall be deemed to refer to such firm or firms.
RAYMOND JAMES FINANCIAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2017 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
Raymond James Financial, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its securities identified in Schedule I hereto (the “Securities”). The Securities will be issued under an indenture dated as of August 10, 2009 (as amended or supplemented from time to time, the “Indenture”) between the Company and The Bank of New York Mellon Trust Co., N.A., as trustee (the “Trustee”). The Securities are described more fully in the Prospectus, referred to below. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, each shall be deemed to refer to such firm or firms.
EXECUTION VERSION THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as April 19, 2021 (the “Third Amendment Effective Date”), is entered into among Raymond James Financial, Inc., a Florida...Credit Agreement • April 22nd, 2021 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
FORM OF RSU NON-BONUS AWARD NOTICE AND AGREEMENT – 2018 RETIREMENT - RESTRICTIVE COVENANTS]Restricted Stock Unit Agreement • December 6th, 2018 • Raymond James Financial Inc • Security brokers, dealers & flotation companies
You (the “Grantee” or “you”) have been granted an award of Restricted Stock Units (the “Award”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the Raymond James Financial, Inc. Amended and Restated 2012 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Restricted Stock Unit Agreement (the “Agreement”) attached hereto, as follows. Unless otherwise provided herein, the terms in this Notice shall have the same meaning as those defined in the Plan.
RAYMOND JAMES FINANCIAL, INC. UNDERWRITING AGREEMENT SHARES OF COMMON STOCKUnderwriting Agreement • May 24th, 2012 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
Raymond James Financial, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), shares (the “[Firm] Shares”) of its common stock, par value $0.01 per share (the “Common Stock”). [In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an aggregate of additional shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are herein referred to as the “Shares”.] Such Shares are to be sold to each Underwriter, acting severally and not jointly, in such amounts as are listed in Schedule II opposite the name of each Underwriter. The Shares are described more fully in the Prospectus, referred to below. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as
FORM OF REGISTERED SENIOR NOTE]Registered Senior Note • May 18th, 2018 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE. EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
BRIDGE CREDIT AGREEMENT dated as of February 16, 2012, among RAYMOND JAMES FINANCIAL, INC., The LENDERS Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent, and as Sole Lead Arranger and Sole BookrunnerBridge Credit Agreement • February 21st, 2012 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
BRIDGE CREDIT AGREEMENT dated as of February 16, 2012, among RAYMOND JAMES FINANCIAL, INC.; the LENDERS party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent; CITIBANK, N.A., as Syndication Agent; and J.P. Morgan Securities LLC, as sole lead arranger and sole bookrunner.
REGISTERED SENIOR NOTERegistered Senior Note • May 10th, 2017 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE. EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
RAYMOND JAMES FINANCIAL, INC. UNDERWRITING AGREEMENT SHARES OF PREFERRED STOCKUnderwriting Agreement • May 24th, 2012 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
Raymond James Financial, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), shares (the “[Firm] Shares”) of preferred stock, Series [ ], [$0.10] par value, with a liquidation preference of [$ ] per share (the “Preferred Stock”). [In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an aggregate of additional shares of Preferred Stock (the “Option Shares”). The Firm Shares and the Option Shares are herein referred to as the “Shares”.] Such Shares are to be sold to each Underwriter, acting severally and not jointly, in such amounts as are listed in Schedule II opposite the name of each Underwriter. The Shares are described more fully in the Prospectus, referred to below. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto
TRISTATE CAPITAL HOLDINGS, INC. OMNIBUS INCENTIVE PLAN Restricted Stock Grant AgreementRestricted Stock Grant Agreement • June 1st, 2022 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • Pennsylvania
REGISTERED SENIOR NOTERegistered Senior Note • March 26th, 2012 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE. EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
STOCK PURCHASE AGREEMENT between REGIONS FINANCIAL CORPORATION and RAYMOND JAMES FINANCIAL, INC. Dated January 11, 2012Stock Purchase Agreement • January 12th, 2012 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
STOCK PURCHASE AGREEMENT, dated January 11, 2012 (this “Agreement”), between Regions Financial Corporation, a Delaware corporation (“Seller”), and Raymond James Financial, Inc., a Florida corporation (“Purchaser”).
FIRST AMENDMENT TO DEPOSIT AGREEMENTDeposit Agreement • May 31st, 2022 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
THIS FIRST AMENDMENT TO DEPOSIT AGREEMENT (this “Amendment”), dated as of June 1, 2022, the (the “Effective Date”), by and among (i) Raymond James Financial, Inc., a Florida corporation (“Raymond James”), (ii) TriState Capital Holdings, Inc., a Pennsylvania corporation (“TriState Capital”) and (iii) Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered national association (the “Trust Company”), jointly as Depositary (the “Depositary”).
RESTRICTED STOCK PLAN AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENTSRestricted Stock Grant Agreement • November 30th, 2010 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • Florida
This Amendment (the “Amendment”) has been made this [INSERT DATE] by and between Raymond James Financial, Inc. (the “Company”) and [INSERT NAME] the “Employee”).
FORM OF REGISTERED SUBORDINATED NOTE]Subordinated Note Agreement • May 18th, 2018 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE. EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
SIXTH SUPPLEMENTAL INDENTURE between RAYMOND JAMES FINANCIAL, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Dated as of July 12, 2016Supplemental Indenture • July 12th, 2016 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of July 12, 2016 (this “Sixth Supplemental Indenture”), between RAYMOND JAMES FINANCIAL, INC., a Florida corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), under an Indenture dated as of August 10, 2009, between the Company and the Trustee (the “Indenture”).
EMPLOYMENT SEPARATION AGREEMENT, WAIVER AND RELEASEEmployment Separation Agreement • May 9th, 2012 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • Florida
THIS EMPLOYMENT SEPARATION AGREEMENT, WAIVER AND RELEASE (hereinafter “this Agreement”) dated as of January 20, 2012 is made and entered into between Raymond James Financial, Inc. (“RJF”), it’s subsidiaries, it’s affiliates and each of their respective successors (collectively referred to herein as “Raymond James”) and Richard K. Riess, the Executive Vice President - Asset Management Group of RJF and Chief Executive Officer of Eagle Asset Management, Inc. (the “Associate”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 20th, 2007 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • Florida
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 12, 2007, is by and among SIRCHIE ACQUISITION COMPANY, LLC, a Delaware limited liability company (the “Buyer”), SIRCHIE FINGER PRINT LABORATORIES, INC., a New Jersey corporation (“Sirchie”), and JOHN CARRINGTON, an individual residing in the State of North Carolina (“Carrington” and, together with Sirchie, the “Sellers” and each, individually, a “Seller”).
SECOND SUPPLEMENTAL INDENTURE between RAYMOND JAMES FINANCIAL, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Dated as of April 11, 2011Supplemental Indenture • April 11th, 2011 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of April 11, 2011 (this “Second Supplemental Indenture”), between RAYMOND JAMES FINANCIAL, INC., a Florida corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), under an Indenture dated as of August 10, 2009, between the Company and the Trustee (the “Indenture”).
RAYMOND JAMES FINANCIAL, INC. UNDERWRITING AGREEMENT $500,000,000 3.625% Senior Notes due 2026 $300,000,000 4.950% Senior Notes due 2046Underwriting Agreement • July 12th, 2016 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
Raymond James Financial, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its securities identified in Schedule I hereto (the “Securities”). The Securities will be issued under an indenture dated as of August 10, 2009 (as amended or supplemented from time to time, the “Indenture”) between the Company and The Bank of New York Mellon Trust Co., N.A., as trustee (the “Trustee”). The Securities are described more fully in the Prospectus, referred to below. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, each shall be deemed to refer to such firm or firms.
