Action by Underwriters. Any action under this Agreement taken by [NAME OF REPRESENTATIVE[S]] will be binding upon all the Underwriters. If the foregoing is in accordance with your under standing of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Citicorp and the Trust and the several Underwriters. Very truly yours, CITICORP By:_____________________ Title: Vice President CITICORP CAPITAL I By:_____________________ as Trustee By:______________________ as Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [NAME OF REPRESENTATIVE[S]] [INSERT NAMES OF UNDERWRITERS] By: [NAME OF REPRESENTATIVE[S]] By:_____________________________ Name: Title: SCHEDULE I Number of Preferred Underwriter Securities to be Purchased ___________ __________________________ [NAME OF REPRESENTATIVE[S]] TOTAL Exhibit A ___________________ Preferred Securities CITICORP CAPITAL I (a Delaware business trust) __% ________________ Preferred Securities (Liquidation Amount of $25 Per Security) PRICING AGREEMENT ________, 1996 [NAME OF REPRESENTATIVE[S]] [ADDRESS OF REPRESENTATIVE[S]] Dear Sirs: Reference is made to the Underwriting Agreement, dated _______, 1996 (the "Underwriting Agreement"), relating to the purchase by the several Underwriters named in Schedule I thereto, for whom ________________________ [is] [are] acting as representative[s] (the "Representative[s]"), of the above __% ________________ Preferred Securities (the "Preferred Securities"), of CITICORP CAPITAL I, a Delaware business trust (the "Trust"). Pursuant to Section 2 of the Underwriting Agreement, the Trust and Citicorp, a Delaware corporation, agree with each Underwriter as follows:
Appears in 1 contract
Samples: Citicorp
Action by Underwriters. Any action under this Agreement taken by [NAME OF REPRESENTATIVE[S]] the Underwriters jointly or by the firm signing below on behalf of you as the Representative will be binding upon all the Underwriters. If the foregoing is in accordance with your under standing understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Citicorp the Wachovia Parties and the Trust and the several Underwriters. Very truly yours, CITICORP WACHOVIA CORPORATION By:_____________________ : Name: Title: Vice President CITICORP CAPITAL I WACHOVIA PREFERRED FUNDING HOLDING CORP. By:_____________________ as Trustee : Name: Title: WACHOVIA PREFERRED FUNDING CORP. By:______________________ as Trustee : Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [NAME OF REPRESENTATIVE[S]] [INSERT NAMES OF UNDERWRITERS] WACHOVIA SECURITIES, INC. By: [NAME OF REPRESENTATIVE[S]] By:_____________________________ Name: Title: SCHEDULE I Underwriters Number of Preferred Underwriter Securities Wachovia Securities, Inc. [ ] Total 12,000,000 EXHIBIT A FORM OF WACHOVIA LEGAL OPINION LETTERHEAD OF XXXX X. XXXXXXXX, XX. January [ ], 2003 Wachovia Securities, Inc. As Representative of the several Underwriters C/o Wachovia Securities, Inc. Xxx Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Ladies and Gentlemen: This opinion is delivered to be Purchased ___________ __________________________ [NAME OF REPRESENTATIVE[S]] TOTAL Exhibit A ___________________ Preferred Securities CITICORP CAPITAL I (a Delaware business trustyou pursuant to Section 6(c) __% ________________ Preferred Securities (Liquidation Amount of $25 Per Security) PRICING AGREEMENT ________, 1996 [NAME OF REPRESENTATIVE[S]] [ADDRESS OF REPRESENTATIVE[S]] Dear Sirs: Reference is made to the Underwriting AgreementAgreement dated January [ ], dated _______, 1996 2003 (the "“Underwriting Agreement"”), among Wachovia Securities, Inc., as representative of the underwriters named in Schedule I thereto (the “Underwriters”), Wachovia Preferred Funding Corp. (the “Company”), Wachovia Preferred Funding Holding Corp. (“Holding”), and Wachovia Corporation (“Wachovia”, and together with the Company and Holding, the “Wachovia Parties”), relating to the purchase sale by the several Underwriters named in Schedule I thereto, for whom ________________________ [is] [are] acting as representative[s] Holding of 12,000,000 shares (the "Representative[s]")“Securities”) of 7.25% noncumulative exchangeable perpetual preferred securities, Series A (liquidation preference $25.00 per preferred security) of the Company. I am a Senior Vice President and Assistant General Counsel of Wachovia and in rendering this opinion I have examined such corporate records, certificates and other documents, and such questions of law as I have considered necessary or appropriate for the purposes of this opinion. I am licensed to practice law only in the State of North Carolina and in rendering this opinion I am opining only as to the laws of the States of North Carolina, Delaware and New York and of the United States. With respect to all matters of New York law, I have, with your approval, relied upon the opinion, dated the date hereof, of Xxxxxxxx & Xxxxxxxx LLP, and my opinion is subject to the above __% ________________ Preferred Securities (same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Xxxxxxxx & Xxxxxxxx LLP. In rendering the "Preferred Securities")following opinion, with your approval, I have relied as to certain matters on information obtained from public officials, officers of CITICORP CAPITAL I, a Delaware business trust (Wachovia and other sources believed by me to be responsible. Registration Statement Nos. 333-[ ] and 333-[ ] are hereinafter collectively called the "Trust")“Registration Statement”. Pursuant to Section 2 of Capitalized terms used in this opinion that are not defined herein have the same meanings as provided in the Underwriting Agreement. Subject to the foregoing and on the basis of such examination, the Trust and CiticorpI advise you that, a Delaware corporation, agree with each Underwriter as followsin my opinion:
Appears in 1 contract
Samples: Underwriting Agreement (Wachovia Preferred Funding Corp)
Action by Underwriters. Any action under this Agreement taken by [NAME OF REPRESENTATIVE[S]] the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your under standing understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Citicorp First Union and the Trust and the several Underwriters. Very truly yours, CITICORP By:FIRST UNION CORPORATION _____________________ Title: Vice President CITICORP CAPITAL I By:_____________________ as Trustee By:______________________ as Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [NAME OF REPRESENTATIVE[S]] [INSERT NAMES OF UNDERWRITERS] By: [NAME OF REPRESENTATIVE[S]] By:_____________________________ NameNAME: TitleTITLE: SCHEDULE I Number The foregoing Agreement is hereby confirmed and accepted as of Preferred Underwriter Securities to be Purchased the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ___________ __________________________ NAME: TITLE: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [NAME Common Stock, par value $3.33 1/3 per share] [[Class A] Preferred Stock [, Series ], no-par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A]Preferred Stock [, Series ], no-par value] AMOUNT OF REPRESENTATIVE[S]SECURITIES: PRICE TO PUBLIC: $ per Security [, plus accrued dividends, if any, from , ] TOTAL Exhibit A PURCHASE PRICE BY UNDERWRITERS: $ per Security [, plus accrued dividends, if any, from , ] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENT: [Deposit Agreement, dated as of ___________________ Preferred Securities CITICORP CAPITAL I (a Delaware business trust, , between First Union and , as Depositary] MATURITY: [ , ] DIVIDEND RATE: [ % per annum] [describe floating rate provisions] DIVIDEND PAYMENT DATES: [ , , and of each year, commencing , ] REGULAR RECORD DATES: [ , , and of each year, commencing , ] REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] CLOSING DATE: , at [time] RESTRICTED PERIOD UNDER SECTION 5(G) __% ________________ Preferred Securities (Liquidation Amount of $25 Per Security) PRICING AGREEMENT ________, 1996 OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVE[S]REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [ADDRESS insert address] SCHEDULE II AMOUNT OF REPRESENTATIVE[S]SECURITIES TO BE UNDERWRITER PURCHASED ---------------------------------------------------------------------------------------- ---------- [underwriters names] Dear Sirs: Reference is made to the Underwriting Agreement, dated _______, 1996 (the "Underwriting Agreement"), relating to the purchase by the several Underwriters named in Schedule I thereto, for whom ________________________ [is] [are] acting as representative[s] (the "Representative[s]"), of the above __% ________________ Preferred Securities (the "Preferred Securities"), of CITICORP CAPITAL I, a Delaware business trust (the "Trust"). ---------- Total................................................................................... SCHEDULE III Pursuant to Section 2 6(e) of the Underwriting Agreement, the Trust and Citicorp, independent accountants of First Union shall provide a Delaware corporation, agree with each Underwriter as followscomfort letter to the effect that:
Appears in 1 contract
Samples: Deposit Agreement (First Union Corp)
Action by Underwriters. Any action under this Agreement taken by [NAME OF REPRESENTATIVE[S]] the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your under standing understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Citicorp Fifth Third and the Trust and the several Underwriters. Very truly yours, CITICORP By:_____________________ FIFTH THIRD BANCORP --------------------------- Name: Title: Vice President CITICORP CAPITAL I By:_____________________ as Trustee By:______________________ as Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [NAME OF REPRESENTATIVE[S]] [INSERT NAMES OF UNDERWRITERS] By: [NAME OF REPRESENTATIVE[S]Representatives] On behalf of the Underwriters set forth in Schedule II By:: ______________________________ Name: Title: SCHEDULE I Number TITLE OF DESIGNATED SECURITIES: [Common Stock, no par value] [Preferred Stock [, Series __], no par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of Preferred Underwriter Securities to be Purchased Stock [, Series __], no par value] AMOUNT OF SECURITIES: ------------- PRICE TO PUBLIC: $_____ per Security [, plus accrued dividends, if any, from _________ __, ____] PURCHASE PRICE BY UNDERWRITERS: $_____ per Security [, plus accrued dividends, if any, from _________ __, ____] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENT: [Deposit Agreement, dated as of ________ __, ____, between Fifth Third and __________, as Depositary] MATURITY: [-------- --, ----] DIVIDEND RATE: [______% per annum] [describe floating rate provisions] DIVIDEND PAYMENT DATES: [________ [NAME OF REPRESENTATIVE[S]] TOTAL Exhibit A ___________, ________ Preferred Securities CITICORP CAPITAL I (a Delaware business trust) __% ________, ________ Preferred Securities (Liquidation Amount of $25 Per Security) PRICING AGREEMENT ________, 1996 [NAME OF REPRESENTATIVE[S]] [ADDRESS OF REPRESENTATIVE[S]] Dear Sirs: Reference is made to the Underwriting Agreement, dated _______, 1996 (the "Underwriting Agreement"), relating to the purchase by the several Underwriters named in Schedule I thereto, for whom _________________ and ________ [is] [are] acting as representative[s] (the "Representative[s]")__ of each year, of the above __% commencing _______ __, ----] REGULAR RECORD DATES: [________ Preferred __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ----] REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] CLOSING DATE: ________ __, ____ at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [insert address] SCHEDULE II Amount of Securities (the "Preferred Securities"), of CITICORP CAPITAL I, a Delaware business trust (the "Trust"). to be Underwriter Purchased ----------- ---------- [underwriters names] TOTAL ---------- SCHEDULE III Pursuant to Section 2 6(e) of the Underwriting Agreement, the Trust and Citicorp, independent accountants of Fifth Third shall provide a Delaware corporation, agree with each Underwriter as followscomfort letter to the effect that:
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by [NAME OF REPRESENTATIVE[S]] ---------------------- the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your under standing understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Citicorp First Union and the Trust and the several Underwriters. Very truly yours, CITICORP By:FIRST UNION CORPORATION _____________________ Title: Vice President CITICORP CAPITAL I By:_____________________ as Trustee By:______________________ as Trustee Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [NAME OF REPRESENTATIVE[S]] [INSERT NAMES OF UNDERWRITERS] By: [NAME OF REPRESENTATIVE[S]Representatives] On behalf of the Underwriters set forth in Schedule II By:: ______________________________ Name: Title: SCHEDULE I Number Title of Preferred Underwriter Securities to be Purchased Designated Securities: [____%] [[Senior] [Subordinated]] [[Debentures] [Notes]] Due _________ __, ____________ Aggregate Principal Amount: $_____________ Price to Public: ____% of the principal amount of the Designated Securities[NAME OF REPRESENTATIVE[S], plus accrued interest, if any, from _________ __, ____] TOTAL Exhibit A Purchase Price by Underwriters: ____% of the principal amount of the Designated Securities[, plus accrued interest, if any, from _________ __, ____] Specified Funds for Payment of Purchase Price: Immediately available funds by wire Indenture: Indenture, dated as of ________ __, ____, between First Union and ___________, as [Successor] Trustee, as amended Maturity: ________ Preferred Securities CITICORP CAPITAL I (a Delaware business trust) __% , ____ Interest Rate: [________% per annum] [describe floating rate provisions] Interest Payment Dates: ________ Preferred Securities (Liquidation Amount of $25 Per Security) PRICING AGREEMENT ________, 1996 [NAME OF REPRESENTATIVE[S]] [ADDRESS OF REPRESENTATIVE[S]] Dear Sirs: Reference is made to the Underwriting Agreement, dated _______, 1996 (the "Underwriting Agreement"), relating to the purchase by the several Underwriters named in Schedule I thereto, for whom _________________ and ________ [is] [are] acting as representative[s] (the "Representative[s]")__ of each year, of the above __% commencing _______ __, ____ Regular Record Dates: ________ Preferred __ and ________ __ of each year, commencing _______ __, ____ Repayment Provisions: [Describe repayment provisions, if any] Redemption Provisions: [Describe redemption provisions, if any] Sinking Fund Provisions: [Describe sinking fund provisions, if any] Conversion Provisions: [Describe conversion provisions, if any] Exchange Provisions: [Describe exchange provisions, if any] Other Terms: [Describe additional terms, if any] Additional Comfort Letter Coverage: [Describe additional coverage, if any] Form of Designated Security: [Global] [Certificated] in denominations set forth in the Prospectus Supplement Closing Date: ________ __, ____ at [time] Restricted Period Under Section 5(g) of Underwriting Agreement: [Describe period if other than through Closing Date] Office for Delivery of Designated Securities: [insert address] Office for Payment for Designated Securities: [insert address] Name of Representatives: [insert names] Address for Notices, etc.: [insert address] SCHEDULE II Principal Amount of Securities (the "Preferred Securities"), of CITICORP CAPITAL I, a Delaware business trust (the "Trust"). to be Underwriter Purchased ----------- ---------- $ [underwriters names] --------------- Total $ SCHEDULE III Pursuant to Section 2 6(e) of the Underwriting Agreement, the Trust and Citicorp, independent accountants of First Union shall provide a Delaware corporation, agree with each Underwriter as followscomfort letter to the effect that:
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by [NAME OF REPRESENTATIVE[S]] the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your under standing understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Citicorp First Union and the Trust and the several Underwriters. Very truly yours, CITICORP By:_____________________ FIRST UNION CORPORATION ---------------------------- Name: Title: Vice President CITICORP CAPITAL I By:_____________________ as Trustee By:______________________ as Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [NAME OF REPRESENTATIVE[S]] [INSERT NAMES OF UNDERWRITERS] By: [NAME OF REPRESENTATIVE[S]Representatives] On behalf of the Underwriters set forth in Schedule II By:: ______________________________ Name: Title: SCHEDULE I Number of Preferred Underwriter Securities to be Purchased TITLE OF DESIGNATED SECURITIES: [____%] [[Senior] [Subordinated]] [[Debentures] [Notes]] Due _________ __,____________ AGGREGATE PRINCIPAL AMOUNT: $_____________ PRICE TO PUBLIC: ____% of the principal amount of the Designated Securities[NAME , plus accrued interest from _________ __, ____] PURCHASE PRICE BY UNDERWRITERS: ____% of the principal amount of the Designated Securities[, plus accrued interest, if any, from _________ __, ____] SPECIFIED FUNDS FOR PAYMENT OF REPRESENTATIVE[S]] TOTAL Exhibit A PURCHASE PRICE: Immediately available funds by wire INDENTURE: Indenture, dated as of ________ __, ____, between First Union and ___________, as [Successor] Trustee, as amended MATURITY: ________ Preferred Securities CITICORP CAPITAL I (a Delaware business trust) __% , ____ INTEREST RATE: [________% per annum] [describe floating rate provisions] INTEREST PAYMENT DATES: ________ Preferred Securities (Liquidation Amount of $25 Per Security) PRICING AGREEMENT ________, 1996 [NAME OF REPRESENTATIVE[S]] [ADDRESS OF REPRESENTATIVE[S]] Dear Sirs: Reference is made to the Underwriting Agreement, dated _______, 1996 (the "Underwriting Agreement"), relating to the purchase by the several Underwriters named in Schedule I thereto, for whom _________________ and ________ [is] [are] acting as representative[s] (the "Representative[s]")__ of each year, of the above __% ________commencing ________ Preferred Securities (the "Preferred Securities")__, of CITICORP CAPITAL I, a Delaware business trust (the "Trust"). Pursuant to Section 2 of the Underwriting Agreement, the Trust and Citicorp, a Delaware corporation, agree with each Underwriter as follows:____
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by [NAME OF REPRESENTATIVE[S]] the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your under standing understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Citicorp Fifth Third and the Trust and the several Underwriters. Very truly yours, CITICORP By:_____________________ FIFTH THIRD BANCORP ---------------------------- Name: Title: Vice President CITICORP CAPITAL I By:_____________________ as Trustee By:______________________ as Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [NAME OF REPRESENTATIVE[S]] [INSERT NAMES OF UNDERWRITERS] By: [NAME OF REPRESENTATIVE[S]Representatives] On behalf of the Underwriters set forth in Schedule II By:: ______________________________ Name: Title: SCHEDULE I Number TITLE OF DESIGNATED SECURITIES: [____%] [[Senior] [Subordinated]] [[Debentures] [Notes]] Due _________ __,____ AGGREGATE PRINCIPAL AMOUNT: $_________ PRICE TO PUBLIC: ____% of Preferred Underwriter Securities to be Purchased the principal amount of the Designated Securities[, plus accrued interest, if any, from _________ __, ______] PURCHASE PRICE BY UNDERWRITERS: ____% of the principal amount of the Designated Securities[, plus accrued interest, if any, from _________ __, ______] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire INDENTURE: Indenture, dated as of ________ __, ____, between Fifth Third and __________, as [Successor] Trustee, as amended MATURITY: __________ __, _____ INTEREST RATE: [________________% per annum] [describe floating rate provisions] INTEREST PAYMENT DATES: ________ [NAME OF REPRESENTATIVE[S]] TOTAL Exhibit A ____________ and ________ Preferred Securities CITICORP CAPITAL I (a Delaware business trust) __% _ of each year, commencing _______ __, ____ REGULAR RECORD DATES: ________ Preferred Securities (Liquidation Amount of $25 Per Security) PRICING AGREEMENT ________, 1996 [NAME OF REPRESENTATIVE[S]] [ADDRESS OF REPRESENTATIVE[S]] Dear Sirs: Reference is made to the Underwriting Agreement, dated _______, 1996 (the "Underwriting Agreement"), relating to the purchase by the several Underwriters named in Schedule I thereto, for whom _________________ and ________ [is] [are] acting as representative[s] (the "Representative[s]")__ of each year, of the above __% commencing _______ __, ____ REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [Global] [Certificated] in denominations set forth in the Prospectus Supplement CLOSING DATE: ________ Preferred __, ____ at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [insert address] SCHEDULE II Principal Amount of Securities (the "Preferred Securities"), of CITICORP CAPITAL I, a Delaware business trust (the "Trust"). to be Underwriter Purchased ----------- ----------- $ [underwriters names] -------- TOTAL $ SCHEDULE III Pursuant to Section 2 6(e) of the Underwriting Agreement, the Trust and Citicorp, independent accountants of Fifth Third shall provide a Delaware corporation, agree with each Underwriter as followscomfort letter to the effect that:
Appears in 1 contract
Samples: Underwriting Agreement (Fifth Third Capital Trust Iv)
Action by Underwriters. Any action under this Agreement taken by [NAME OF REPRESENTATIVE[S]] the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your under standing understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Citicorp First Union and the Trust and the several Underwriters. Very truly yours, CITICORP By:_____________________ FIRST UNION CORPORATION ---------------------------- Name: Title: Vice President CITICORP CAPITAL I By:_____________________ as Trustee By:______________________ as Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [NAME OF REPRESENTATIVE[S]] [INSERT NAMES OF UNDERWRITERS] By: [NAME OF REPRESENTATIVE[S]Representatives] On behalf of the Underwriters set forth in Schedule II By:: ______________________________ Name: Title: SCHEDULE I Number of TITLE OF DESIGNATED SECURITIES: [Common Stock, par value $3.33 1/3 per share] [[Class A] Preferred Underwriter Securities to be Purchased Stock [, Series __], no-par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A] Preferred Stock [, Series _________ _____________], no-par value] AMOUNT OF SECURITIES: _____________ PRICE TO PUBLIC: $_____ per Security [NAME OF REPRESENTATIVE[S]] TOTAL Exhibit A , plus accrued dividends, if any, from _________ __, ____] PURCHASE PRICE BY UNDERWRITERS: $_____ per Security [, plus accrued dividends, if any, from _________ __, ____] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENT: [Deposit Agreement, dated as of ________ __, ____, between First Union and __________, as Depositary] MATURITY: [________ __, ____] DIVIDEND RATE: [_____% per annum] [describe floating rate provisions] DIVIDEND PAYMENT DATES: [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ____] REGULAR RECORD DATES: [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ____] REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] CLOSING DATE: ________ __, ____ at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [insert address] SCHEDULE II Amount of Securities to be Underwriter Purchased [underwriters names] TOTAL ___________ Preferred Securities CITICORP CAPITAL I (a Delaware business trust) __% ________________ Preferred Securities (Liquidation Amount of $25 Per Security) PRICING AGREEMENT ________, 1996 [NAME OF REPRESENTATIVE[S]] [ADDRESS OF REPRESENTATIVE[S]] Dear Sirs: Reference is made to the Underwriting Agreement, dated _______, 1996 (the "Underwriting Agreement"), relating to the purchase by the several Underwriters named in Schedule I thereto, for whom ________________________ [is] [are] acting as representative[s] (the "Representative[s]"), of the above __% ________________ Preferred Securities (the "Preferred Securities"), of CITICORP CAPITAL I, a Delaware business trust (the "Trust"). SCHEDULE III Pursuant to Section 2 6(e) of the Underwriting Agreement, the Trust and Citicorp, independent accountants of First Union shall provide a Delaware corporation, agree with each Underwriter as followscomfort letter to the effect that:
Appears in 1 contract
