Cleary Gottlieb Steen & Hamilton Sample Contracts

ARTICLE 1 DEFINITIONS
Registration Rights Agreement • December 29th, 2004 • Fidelity National Financial Inc /De/ • Title insurance • New York
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TERMS AGREEMENT
Terms Agreement • August 25th, 2006 • Citigroup Inc • National commercial banks
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Shareholders' Agreement • February 7th, 2000 • Ontario Teachers Pension Plan Board • Converted paper & paperboard prods (no contaners/boxes) • New York
EXHIBIT 1(a) CITIGROUP FUNDING INC. DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • March 13th, 2006 • Citigroup Funding Inc. • Finance services • New York
AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 23, 2022 by and between MORGAN STANLEY BANK, N.A., (Initial Note A-1 Holder) GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Initial Agent) Essex...
Agreement Between Note Holders • April 19th, 2023 • Bank5 2023-5yr1 • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of December 23, 2022 by and between MORGAN STANLEY BANK, N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder”), GOLDMAN SACHS BANK USA (“GS Bank”, together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the “Initial Note Holders”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH” and, in its capacity as initial agent, the “Initial Agent”).

BY AND AMONG
Stock Purchase Agreement • April 3rd, 2006 • Verizon Communications Inc • Telephone communications (no radiotelephone) • New York
Emerging Markets Horizon Corp. 25,000,000 Units1 Underwriting Agreement
Underwriting Agreement • December 14th, 2021 • Emerging Markets Horizon Corp. • Blank checks • New York

Emerging Markets Horizon Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the Underwriters, for whom Citigroup Global Markets Inc. and VTB Capital plc are acting as representatives (the “Representatives”), an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.

) SECURITIES
Citigroup Capital Xii • March 2nd, 2006 • National commercial banks • New York
SIRIUSPOINT LTD. 7.000% Senior Notes due 2029 UNDERWRITING AGREEMENT
Underwriting Agreement • March 28th, 2024 • SiriusPoint LTD • Fire, marine & casualty insurance • New York

Final Maturity Date: The “Final Maturity Date” means (1) April 5, 2029 (the “Scheduled Maturity Date”), if, on the Scheduled Maturity Date, the BMA Redemption Requirements (as defined in the preliminary prospectus supplement) are satisfied, or (2) otherwise, following the Scheduled Maturity Date, the earlier of (a) the date falling ten (10) business days after the BMA Redemption Requirements are satisfied and would continue to be satisfied if such payment were made and (b) the date on which a Winding-Up of the Issuer occurs.

200,000,000 364-DAY REVOLVING CREDIT AGREEMENT
Federal Mogul Corp • October 26th, 1998 • Motor vehicle parts & accessories • New York
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Registration Rights Agreement • February 7th, 2000 • Wellspring Capital Management LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
RECITALS
Stockholder Agreement • June 1st, 1998 • First Hawaiian Inc • State commercial banks • Delaware
Shares of Non-Cumulative Perpetual Preferred Stock, Series D Oriental Financial Group Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • October 31st, 2012 • Oriental Financial Group Inc • State commercial banks • New York
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DEPOSIT AGREEMENT (B Shares)
Deposit Agreement • February 24th, 2023 • Citibank,N.A./ADR • Telephone communications (no radiotelephone) • New York

DEPOSIT AGREEMENT, dated as of [·], by and among (i) AMÉRICA MÓVIL, S.A.B. DE C.V., a company organized under the laws of the United Mexican States, and its successors, (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder, and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

by and among
Share Exchange Agreement • October 7th, 2004 • Henkel Kgaa /New/ • Specialty cleaning, polishing and sanitation preparations • Delaware
ARTICLE I
Voting Agreement • May 25th, 2005 • America West Airlines Inc • Air transportation, scheduled • Delaware
ARTICLE I
Agreement and Plan of Merger • June 1st, 1998 • First Hawaiian Inc • State commercial banks • Delaware
3,300,000 Shares MSCI INC. Class A Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • November 10th, 2009 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York

MSCI Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,300,000 shares (the “Firm Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 495,000 shares of Common Stock (the “Additional Shares”) if and to the extent that you, as manager of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Common Stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Underwriters” shall mean you, in the singular, as Underwriter and references to you as manager of the offering shall be to you

500,000,000 5.50% First and Refunding Mortgage Bonds, Series 2010A, Due 2040
Southern California Edison Co • March 11th, 2010 • Electric services • New York
TARGETS
Citigroup Inc • July 20th, 2005 • National commercial banks • New York
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