Prudential Securities Incorporated. (Prudential Securities), a registered broker-dealer, (ii) The Prudential Insurance Company of America (Prudential), (iii) Pruco Securities Corporation, a registered broker-dealer, (iv) any Prudential Securities or Prudential subsidiary or affiliate duly registered as a broker-dealer and/or a transfer agent pursuant to the 1934 Act or (vi) any other Prudential Securities or Prudential affiliate or subsidiary; provided, however, that PMFS shall be as fully responsible to the Fund for the acts and omissions of any agent or subcontractor as it is for its own acts and omissions.
Prudential Securities Incorporated. (Prudential Securities), a registered broker-dealer, (ii) The Prudential Insurance Company of America (Prudential), (iii) Pruco Securities Corporation, a registered broker-dealer, (iv) any Prudential Securities or Prudential subsidiary or affiliate duly registered as a broker-dealer and/or a transfer agent pursuant to the 1934 Act, (v) any other Prudential Securities or Prudential affiliate or subsidiary otherwise lawfully permitted to perform the services subcontracted hereunder, or (vi) any non-affiliated entity duly registered as a broker-dealer and/or transfer agent or otherwise lawfully permitted to perform the services subcontracted hereunder. It is understood that Prudential may, in turn, subcontract, in whole or in part, the performance of its obligations and duties hereunder to another entity lawfully permitted to perform such obligations and duties.
Prudential Securities Incorporated. By: /s/ Jean-Xxxxxx Xxxfin ------------------------------- Jean-Xxxxxx Xxxfin, Director
Prudential Securities Incorporated. Xxxxx Xxxxxx Inc................................... Principal Financial Securities, Inc................ Xxxxxxx Xxxxx & Associates, Inc.................... Total......................................... 10,000,000 ==========
Prudential Securities Incorporated. Total...................................................
Prudential Securities Incorporated. By: ----------------------------- Name: Title:
Prudential Securities Incorporated. Xxxxx Xxxxxx Inc..........................................
Prudential Securities Incorporated. Morgan Keegan & Company, Inc.................................... _____________________........................................... _____________________........................................... _____________________........................................... _____________________........................................... Total..................................................... 6,000,000 HOU03A:432629.7 27 SCHEDULE II EQUITY INVESTMENTS ENTITY HOLDING INVESTMENT NATURE OF INVESTMENT Domain Energy Ventures Corporation Warrants to acquire 28,350 shares of Common Stock of Benton Corp. Domain Energy Ventures Corporation 63,000 sharex xx Xational Energy Group Common Stock HOU03A:432629.7 28 EXHIBIT A [DATE] CREDIT SUISSE FIRST BOSTON CORPORATION PAINEWEBBER INCORPORATED, PRUDENTIAL SECURITIES CORPORATION and MORGAN KEEGAN & COMPANY, INC. As Representatives of the several Xxxxxxxxxxxx c/oCredit Suisse First Boston Corporation, Eleven Madison Avenue New York, New York 10010 Dear Sirs: In consxxxxxxxxx xx xxx xxxxxxxxx xx xxx xxxxxxx Xnderwriters, for which Credit Suisse First Boston Corporation, PaineWebber Incorporated, Prudential Securities Corporation and Morgan Keegan & Company, Inc. (the "Representatives") intend to act as xxxxxxxxxxxxves to underwrite a proposed public offering (the "Offering") of 6,000,000 shares of common stock, par value $.01 per share (the "Common Stock"), of Domain Energy Corporation, a Delaware corporation (the "Company"), as contemplated by a registration statement with respect to such shares filed with the Securities and Exchange Commission on Form S-1 (Registration No. 333-24641), the undersigned hereby agrees that the undersigned will not, for a period of 180 days after the commencement of the public offering of such shares, without the prior written consent of Credit Suisse First Boston Corporation, offer to sell, sell, contract to sell, grant any option to sell, or otherwise dispose of, or require the Company to file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 to register, any shares of Common Stock or securities convertible into or exchangeable for Common Stock or warrants or other rights to acquire shares of Common Stock of which the undersigned is now, or may in the future become, the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) (other than pursuant to the Company's employee stock option plans or in connection with ot...
Prudential Securities Incorporated. By: ------------------------ Title: ------------------------ Firm Name: ----------------------------- Address: --------------------------- City: State: Zip Code: -------------------------- ------------ ---------- ACCEPTED BY (signature) ------------------------------------------------------- Name (print) Title ------------------------- --------------------------------- Date 199 Phone # ------------------------- --- -------------------------------- Please return two signed copies of this Agreement (one of which will be signed above by us and thereafter returned to you) in the accompanying return envelope to: Prudential Securities Incorporated Attention: Xxxxxxx X. Xxxxxx National Sales Division Three Gateway Center 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, XX 00000-0000
Prudential Securities Incorporated. Xxxxxxx Xxxxx & Associates, Inc............................... Total.............................................. 10,000,000 ========== Schedule 2 Form of Pricing Opinion Xxxxxx Brothers Inc. Three World Financial Center New York, New York 10285 XX Xxxxx Realty Corp. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 PRICING OPINION Ladies and Gentlemen: XX Xxxxx Realty Corp., a Maryland corporation (the "COMPANY"), has filed with the Securities and Exchange Commission a registration statement on Form S-11 (Reg. No. 333-50309) relating to the offering of 10,000,000 shares of common stock (plus up to 1,500,000 shares of common stock subject to the underwriters' over-allotment option), par value $.01 per share (the "COMMON STOCK"). Xxxxxx Brothers Inc. ("XXXXXX") is acting as one of the several underwriters of the offering to the public of the Common Stock (the "OFFERING"). In connection with the Offering an affiliate of Xxxxxx will receive $240 million in net proceeds in repayment of amounts outstanding under a loan made to the Company. As a result, an affiliate of Xxxxxx, will receive more than 10% of the proceeds of the Offering. Although the Conduct Rules of the NASD exempt REITs from the conflict of interest provisions thereof, because Xxxxxx and certain of its affiliates will receive more than 10% of the net proceeds of the Offering, the underwriters have determined to conduct the Offering in accordance with the applicable provisions of Rule 2720 of the Conduct Rules. Accordingly, the public offering price can be no higher than that recommended by a "qualified independent underwriter" meeting certain standards. We have been retained as a Qualified Independent Underwriter to recommend to you the maximum offering price for the Common Stock as required by the NASD Conduct Rules. We have participated in the preparation of the Registration Statement and the Prospectus (as such terms are defined in the Underwriting Agreement) and have exercised the usual standards of "due diligence" with respect thereto. Assuming that the Offering is commenced on [________], 1998, we recommend that the offering price of the Common Stock be no higher than $[_______], which price should in no event be considered or relied upon as an indication of the actual value of the Common Stock. Our recommendations are based on economic, market, financial and other conditions as they exist at the date hereof and on other conditions and circumstances relating to the Company as described in the ...
