Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2008-A (the "Issuing Entity") to issue $182,000,000 aggregate principal amount of Class A-1 3.005% Asset Backed Notes (the "Class A-1 Notes"), $105,000,000 aggregate principal amount of Class A-2a 4.09% Asset Backed Notes (the "Class A-2a Notes"), $122,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) and $199,671,000 aggregate principal amount of Class A-3 4.94% Asset Backed Notes (the "Class A-3 Notes," and together with the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes, the "Notes") and to sell the Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuing Entity will issue $33,387,349 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of April 1, 2008 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated a...
Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citi”), HSBC Securities (USA) Inc. (“HSBC”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $700,000,000 aggregate principal amount of the Company’s 7.875% Senior Notes due 2030 (the “Securities”). The Notes will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citi and HSBC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Company intends to use the net proceeds from the offering to redeem the remainder of its outstanding 6.125% Senior Notes due 2024 and for general corporate purposes, which may include additional debt repurchases and repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of December 13, 2023 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:
Introductory. ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 22,000,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,300,000 additional units of the Company to cover over-allotments (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” Certain capitalized terms used herein and not otherwise defined are defined in Section 22 to this agreement (this “Agreement”). Each unit (a “Unit”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-eighth of one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (a “Warrant”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representatives inform the Company of their decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the fiv...
Introductory. Orion Energy Systems, Inc., a Wisconsin corporation (“Company”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.
Introductory. AFCO Credit Corporation, a New York corporation ("AFCO Credit"), and AFCO Acceptance Corporation, a California corporation ("AFCO Acceptance" and together with AFCO Credit, the "Originators" and in their capacity as servicer, the "Servicer") have in the past and propose to continue in the future to convey commercial insurance premium finance loans (the "Receivables") from time to time to Mellon Bank, N.A., a national banking association organized under the laws of the United States of America (the "Seller"), who then proposes to convey such Receivables to the Mellon Premium Finance Loan Owner Trust (the "Transferor"). Pursuant to the Series 2002-1 Supplement (the "Series 2002-1 Supplement"), dated as of December 17, 2002, among the Transferor, the Servicer, PFSI and PFSIC, as back-up servicers (together, the "Back-up Servicer"), and the Trustee, the Transferor proposes to continue in the future to convey such Receivables to Mellon Bank Premium Finance Loan Master Trust (the "Trust"), and proposes to cause the Trust to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), $392,700,000 aggregate initial principal amount of its Class A Floating Rate Asset Backed Certificates, Series 2002-1 (the "Class A Certificates"), the terms of which are described in the Prospectus (as defined below). It is understood that Seller and the Transferor are currently entering into a Class B Underwriting Agreement, dated the date hereof (the "Class B Underwriting Agreement") among the Seller, the Transferor and the Underwriters named on Schedule I thereto (the "Class B Underwriters") providing for the sale of $17,600,000 aggregate initial principal amount of the Trust's Class B Floating Rate Asset Backed Certificates, Series 2002-1 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates are referred to herein collectively as the "Certificates." This Agreement and the Class B Underwriting Agreement are referred to herein collectively as the "Underwriting Agreements." The Trust was originally formed pursuant to the Pooling and Servicing Agreement, dated as of December 1, 1996 (the "Original P&S"), among the Seller, as transferor, the Servicer, the Back-up Servicer and The First National Bank of Chicago, as Trustee (the "Original Trustee"). From time to time prior to June 15, 2001 (the "PSA Effective Date"), the effective date of the Amended and Restated Pool...
Introductory. Xxxxxx Healthcare, Inc., a Delaware corporation (the “Company), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 6,000,000 shares of its Common Stock, par value $0.001 per share (the “Common Stock”). The 6,000,000 shares of Common Stock to be sold by the Company are called the “Firm Common Shares”. In addition, the Company has granted to the Underwriters an option to purchase up to an additional 900,000 shares of Common Stock as provided in Section 2. The additional 900,000 shares to be sold by the Company pursuant to such option are called the “Optional Common Shares”. The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the “Common Shares”. Banc of America Securities LLC (“BAS”), CIBC World Markets Corp. (“CIBC”) and XX Xxxxx Securities Corporation (“XX Xxxxx”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Common Shares. The Company and the Underwriters agree that up to 300,000 of the Firm Common Shares to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale by the Underwriters to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Common Shares by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the NASD Inc. (the “NASD”) and all other applicable laws, rules and regulations. One of the Underwriters (the “Designated Underwriter”) shall be selected to process the sales to the Participants under the Directed Share Program. To the extent that such Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public as part of the public offering contemplated hereby. Each Underwriter agrees that, to the knowledge of such Underwriter, no individual purchaser shall acquire more than 9.9% of the total outstanding Common Stock from the Underwriters in aggregate in the initial public offering and sale of the Common Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registratio...
Introductory. The stockholders of TechTarget, Inc., a Delaware corporation (the “Company”) named in Schedule B (collectively, the “Selling Stockholders”) severally, and not jointly, propose to sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”). The 5,000,000 Shares to be sold by the Selling Stockholders are called the “Firm Shares.” In addition, the Selling Stockholders have severally, and not jointly, granted to the Underwriters an option to purchase up to an additional 750,000 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. The additional 750,000 Shares to be sold by the Selling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Xxxxxxxxx LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-181187, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(...
Introductory. New Enterprise Stone & Lime Co., Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $265,000,000 aggregate principal amount of the Company’s 13% Senior Secured Notes due 2018 (the “Notes”). Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of March 15, 2012 (the “Indenture”), as may be amended or supplemented from time to time, among the Company, the Guarantors (as defined below) and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”) and as collateral trustee (the “Notes Collateral Agent”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of March 15, 2012 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Representative, pursuant to which the Company and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest...
Introductory. The CIT Group Securitization Corporation III, a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance...
Introductory. Santander Drive Auto Receivables LLC (the “Depositor” or the “Seller”) proposes to sell $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A-1 Notes (the “Class A-1 Notes”), $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A-2 Notes (the “Class A-2 Notes”), $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A-3 Notes (the “Class A-3 Notes”) and $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A-4 Notes (the “Class A-4 Notes”) (collectively, the “Notes”) to the several underwriters set forth on Schedule I (each, an “Underwriter” and collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”). The Notes will be issued pursuant to an Indenture, dated as of [ ], [ ] (as amended, supplemented or modified from time to time, the “Indenture”), between Santander Drive Auto Receivables Trust 20[ ]-[ ] (the “Issuer”) and [ ], as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuer include, among other things, motor vehicle retail installment sale contracts or installment loans secured by a combination of new or used automobiles or light utility trucks (the “Receivables”) and certain related rights. The Receivables will be sold to the Issuer by the Seller and will be serviced for the Issuer by Santander Consumer USA Inc. (“SC USA”), as servicer (in such capacity, the “Servicer”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Appendix A to the Sale and Servicing Agreement, dated as of [ ] (as amended, supplemented or modified from time to time, the “Sale and Servicing Agreement”), among the Servicer, the Issuer, the Seller and the Indenture Trustee. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Underwriters, the Seller and SC USA hereby agree that the “Closing Date” shall be [ ], [ ], [10:00 a.m.], New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Seller). The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (having the registration number [ ]), including a form of pros...
