Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement between the Company and the several Underwriters. Very truly yours, ADELPHIA BUSINESS SOLUTIONS, INC. By: /s/Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President and General Counsel Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. XXXXXXX XXXXX XXXXXX INC. CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION XXXXXXX, SACHS & CO. BANC OF AMERICA SECURITIES LLC CIBC WORLD MARKETS CORP. CREDIT LYONNAIS SECURITIES (USA) INC. FIRST UNION SECURITIES, INC. as Representatives of the several Underwriters named on Schedule I hereto By: XXXXXXX XXXXX XXXXXX INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title:Manageing Director SCHEDULE I ADELPHIA BUSINESS SOLUTIONS, INC. Underwriter Number of Firm Shares XXXXXXX XXXXX BARNEY INC....................................... 1,459,050 CREDIT SUISSE FIRST BOSTON CORPORATION......................... 1,459,050 XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION................................................ 1,459,050 XXXXXXX, SACHS & CO............................................ 1,459,050 BANC OF AMERICA SECURITIES LLC................................. 728,450 CIBC WORLD MARKETS CORP........................................ 728,450 CREDIT LYONNAIS SECURITIES (USA) INC........................... 728,450 FIRST UNION SECURITIES, INC.................................... 728,450 TOTAL........................................ 8,750,000 SCHEDULE II None SCHEDULE III SUBSIDIARIES Adelphia Business Solutions, Inc. Adelphia Business Solutions International, Inc. Adelphia Business Solutions International, LLC Adelphia Business Solutions of Alabama, LLC Adelphia Business Solutions of Arkansas, LLC Adelphia Business Solutions of Connecticut, Inc. Adelphia Business Solutions of Delaware, LLC Adelphia Business Solutions of District of Columbia, LLC Adelphia Business Solutions of F...
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to choice of law principles thereunder. This Agreement may be signed in various counterparts, which together shall constitute one and the same instrument. This Agreement shall be effective when, but only when, at least one counterpart hereof shall have been executed on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby.
Applicable Law; Counterparts. This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of law. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument.
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto.
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust and the Underwriters. Very truly yours, EQUITY INNS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned...
Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Selling Stockholders and the several Managers. Very truly yours, FURNITURE BRANDS INTERNATIONAL, INC. By ------------------------ Vice President APOLLO INVESTMENT FUND, L.P. By: Apollo Advisors, L.P., Managing General Partner By: Apollo Capital Management, Inc., General Partner By ------------------------ Vice President LION ADVISORS, L.P., on behalf of an investment account under management By: Lion Capital Management, Inc. General Partner By ------------------------ Vice President Confirmed as of the date first above mentioned on behalf of themselves and the other several Managers named in Schedule I hereto. XXXXX XXXXXX INC. CS FIRST BOSTON LIMITED XXXXXX, READ & CO. INC XXXXXXX XXXXX INTERNATIONAL WHEAT, FIRST SECURITIES, INC. As Lead Managers for the Several Managers By XXXXX XXXXXX INC. By -------------------------- SCHEDULE I FURNITURE BRANDS INTERNATIONAL, INC.
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of Text] 22 Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor and the Underwriter. Very truly yours, COLONIAL MUNICIPAL INCOME TRUST By:____________________________________ COLONIAL MANAGEMENT ASSOCIATES, INC. By:____________________________________ Confirmed as of the date first above mentioned. SALOXXX XXXXX XXXNXX XXX. By:______________________ Managing Director 23 SCHEDULE I COLONIAL MUNICIPAL INCOME TRUST Number of Shares of Municipal Underwriter Preferred ----------- --------- Saloxxx Xxxxx Xxxnxx Xxx..................... 3,600 ----- ----- Total........................................ 3,600 ----- 24 EXHIBIT A FORM OF OPINION OF ROPES & GRAY The Underwriter shall have received on the Closing Date an opinion of Ropes & Gray, counsel for the Trust, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and to the effect that:
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [End of text] Please confirm that the foregoing correctly sets forth the agreement among the Trust, the Advisor and the several Underwriters. Very truly yours, COLONIAL CALIFORNIA INSURED MUNICIPAL FUND By: /s/ Stepxxx X. Xxxxxx ------------------------------ COLONIAL MANAGEMENT ASSOCIATES, INC. By: /s/ Stepxxx X. Xxxxxx ------------------------------ Confirmed as of the date first above mentioned on behalf of themselves and the other several Underwriters named in Schedule I hereto. SALOXXX XXXXX XXXNEY INC. A.G. XXXXXXX & XONS, INC. PAINX XXXBXX XXXORPORATED As Representatives of the Several Underwriters By: SALOXXX XXXXX XXXNEY INC. By: /s/ Robexx Xxxx -------------------------------- Director SCHEDULE I COLONIAL CALIFORNIA INSURED MUNICIPAL FUND Number of Underwriter Firm Shares ----------- ----------- Saloxxx Xxxxx Xxxney Inc. ....................................... 417,600 A.G. Xxxxxxx & Xons, Inc......................................... 417,600 Painx Xxxbxx Xxxorporated........................................ 417,600 Sotro & Co. Incorporated......................................... 417,600 Wedbush Morgxx Xxxurities........................................ 417,600 Bear, Steaxxx & Xo. Inc.......................................... 36,000 CIBC Oppexxxxxxx Xxxp............................................ 36,000 Advest, Inc...................................................... 24,000 Robexx X. Xxxxx & Xo. Incorporated............................... 24,000 Crowxxx, Xxxxxx & Xo............................................. 24,000 Fahnxxxxxx & Xo. Inc............................................. 24,000 Kilpatrick, Pettis, Smith, Polian, Inc........................... 24,000 Morgxx Xxxxxx & Xompany, Inc..................................... 24,000 The Robixxxx-Xxxxxxxx Xxxpany, LLC............................... 24,000 M.L. Xxxxx & Xo., Inc............................................ 24,000 TD Securities (USA) Inc.......................................... 24,000 U.S. Bancorp Pipex Xxxxxxx Xxx................................... 24,000 --------- Total..................................
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. Very truly yours, LA QUINTA INNS, INC. By: /s/ XXXX X. XXXXXXX --------------------------- Name: Xxxx X. Xxxxxxx Title: Vice President and General Counsel Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxx, Sachs & Co. Xxxxx Xxxxxx Inc. Acting severally on behalf of themselves and on behalf of the other several Underwriters named herein. By Xxxxxx Xxxxxxx & Co. Incorporated By: /s/ XXXXXXXX XXXXXX -------------------------- Name: Xxxxxxxx Xxxxxx Title: Vice President SCHEDULE I LA QUINTA INNS, INC. PRINCIPAL AMOUNT UNDERWRITERS OF SECURITIES ------------ ------------- Xxxxxx Xxxxxxx & Co. Incorporated . . . . . . . . . . . . . . . . $ 33,400,000 Xxxxxxx, Sachs & Co. . . . . . . . . . . . . . . . . . . . . . . $ 33,300,000 Xxxxx Xxxxxx Inc. . . . . . . . . . . . . . . . . . . . . . . . . $ 33,300,000 ------------ Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . $100,000,000 ------------ ------------
