Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Depositor, CFSC and the several Underwriters in accordance with the terms of this Class A Note Underwriting Agreement. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written above. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.
Appears in 2 contracts
Samples: Caterpillar Financial Funding Corp, Caterpillar Financial Asset Trust 2007-A
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Depositor, CFSC and the several Underwriters in accordance with the terms of this Class A Note Underwriting Agreement. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx By: /s/ Jxxxx X. Xxxxxxxx Duensing_________________ Name: Dxxxx Jxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx By: /s/ Jxxxx X. Xxxxxxxx Duensing__________________ Name: Dxxxx Jxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written above. MXXXXXX LYNCHMXXXXX XXXXX, PIERCEPXXXXX, FXXXXX XXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx By:/s/ Gxxxxxx Petrie___________________ Name: Gxxx Gxxxxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho_______Authorized Signatory ABN AMRO INCORPORATED By:/s/ Sxx Sproule_____________ Name: Jxxx Xxx Sxx Xxxxxxx Title: Managing Director Vice President on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a A-2 Notes Principal Amount of Class A-2b A-3 Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b A-4 Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 86,136,000 $26,250,000 87,500,000 $44,100,000 105,700,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 47,762,000 ABN AMRO Incorporated $11,250,000 86,136,000 $5,625,000 87,500,000 $9,450,000 105,700,000 $10,053,750 $11,625,000 47,762,000 Banc of America Securities LLC $11,250,000 18,457,000 $5,625,000 18,750,000 $9,450,000 22,650,000 $10,053,750 $11,625,000 10,234,000 Barclays Capital Inc. $11,250,000 18,457,000 $5,625,000 18,750,000 $9,450,000 22,650,000 $10,053,750 $11,625,000 10,234,000 Citigroup Global Markets Inc. $11,250,000 18,457,000 $5,625,000 18,750,000 $9,450,000 22,650,000 $10,053,750 10,234,000 J.X. Xxxxxx Securities Inc. $11,625,000 18,457,000 $18,750,000 $22,650,000 $10,234,000 Total $150,000,000 246,100,000 $75,000,000 250,000,000 $126,000,000 302,000,000 $134,050,000 $155,000,000 136,460,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17June 20, 2007 2006 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007ABS NEW ISSUE: CFAT 2006-A $659.848MM JOINT-963MM CATERPILLAR ASSET FINANCE TRUST CLASS A LEADS: JPMSML/ML ABN CO-MGRS: ABNBOA/BOFABAR/BARCAPC/CITI*100% JPM POT* Cls Amt ($mm) Rtgs (/RETENTION CLASS B LEAD: ML. EXPECTED PRICING: 11:30. ALLOCATIONS: 11:00. EXPECTED SETTLE: JUNE 28. CLASS SIZE WAL M/S) WAL E.F. L.F. BmrkS EXP LGL A1 246.10 0.34 P-1/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL A-1+ 11 A-2A 75.000 2/07 6/07 A2 250.00 1.05 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 12/07 2/09 A3 302.00 2.05 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 3/09 5/10 A4 136.46 3.05 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 8/09 8/11 B 19.798 26.56 3.16 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENTA+ 8/09 6/12 FIRST PAY: THURSDAY, SEPTEMBER 27th 7/25/06 The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17June 20, 2007 2006 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007ABS NEW ISSUE: CFAT 2006-A $659.848MM CFAT 2007-963MM CATERPILLAR ASSET FINANCE TRUST CLASS A JOINT-LEADS: JPMSML/ML ABN CO-MGRS: ABNBOA/BOFABAR/BARCAPC/CITI*100% JPM POT* Cls Amt ($mm) Rtgs (/RETENTION CLASS B LEAD: ML. SETTLES: JUNE 28 FLAT. CLASS SIZE WAL M/S) WAL E.F. L.F. BmrkS EXP LGL BENCH YLD PX CPN A1 246.10 0.34 P-1/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL A-1+ 11 2/07 6/07 i-Libor - 2 5.45498 100.000000 5.67225 A-2A 75.000 5.45498 A2 250.00 1.05 Aaa/AAA 1.00 07/09 04/10 12/07 2/09 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 - 2 5.659 99.996619 5.59 A3 302.00 2.05 Aaa/AAA 2.31 09/11 06/12 SWPS 3/09 5/10 SWAPS - 1 5.640 99.990729 5.57 A4 136.46 3.05 Aaa/AAA 8/09 8/11 SWAPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 4 5.687 99.997948 5.62 B 19.798 26.56 3.16 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENTA+ 8/09 6/12 SWAPS +14 5.788 99.972953 5.71 FIRST PAY: THURSDAY, SEPTEMBER 27th FLAT 7/25/06 The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.
Appears in 2 contracts
Samples: Underwriting Agreement (Caterpillar Financial Asset Trust 2006-A), Underwriting Agreement (Caterpillar Financial Funding Corp)
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree that each the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is not advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no the Underwriter shall not have any responsibility or liability to the Depositor or CFSC with respect thereto. Any review by the Underwriters Underwriter of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Depositor, CFSC and the several Underwriters Underwriter in accordance with the terms of this Class A B Note Underwriting Agreement. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A B Underwriting Agreement is hereby confirmed and accepted as of the date first written above. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.
Appears in 2 contracts
Samples: Caterpillar Financial Funding Corp, Caterpillar Financial Asset Trust 2007-A
Arm’s Length Transaction. The Depositor Each of the Co-Issuers acknowledges and CFSC acknowledge and agree agrees that each Underwriter (i) Sandler X’Xxxxx is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor Issuer and CFSC the Co-Issuer with respect to the offering placement of the Notes contemplated hereby (including in connection with determining the terms of the offering) pursuant to this Agreement and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Issuer or the Co-Issuer or any other person. Additionally, neither the Representatives nor any other Underwriter (ii) Sandler X’Xxxxx is not advising the DepositorIssuer, CFSC the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor , (iii) the Issuer and CFSC the Co-Issuer shall consult with their own advisors concerning any such matters matter and shall be responsible for making their own independent investigation and appraisal of the any transactions contemplated herebyby this Agreement, and no Underwriter the Placement Agent shall have any no responsibility or liability to the Depositor Issuer or CFSC the Co-Issuer with respect thereto. Any , and (iv) any review by the Underwriters Placement Agent of the Depositor, CFSCIssuer, the Co-Issuer or any transactions contemplated hereby by this Agreement or any other matters relating to such transactions thereto will be performed solely for the benefit of the Underwriters Placement Agent and shall not be on behalf of the Depositor Issuer, the Co-Issuer or CFSCany other person. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Depositor, CFSC and the several Underwriters in accordance with the terms of this Class A Note Underwriting Agreement. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as Each of the date first written above. MXXXXXX LYNCHCo-Issuers waives, PIERCEto the fullest extent permitted by law, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of themselves and as Representatives or in right of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bondsuch Co-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregardedIssuer.
Appears in 2 contracts
Samples: Placement Agreement (Arbor Realty Trust Inc), Placement Agreement (Arbor Realty Trust Inc)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is (i) the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. This Agreement supersedes all prior agreements and understandings (whether written or CFSCoral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ ROYAL GOLD, INC. By: /s/ Txxx Xxxxxx Name: Dxxxx X. Xxxxxxxx Txxx Xxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer President and Chief Executive Officer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. HSBC SECURITIES (USA) INC. By: /s/ Gxxxxx Xxxxxxxxxxxx Authorized Signatory MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ NameBy: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of /s/ Gxxxxxx Xxxxxxxx Authorized Signatory For themselves and as Representatives of the other several Underwriters SCHEDULE named in Schedule I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes to the foregoing Agreement. NUMBER OF UNDERWRITTEN SECURITIES TO BE UNDERWRITERS PURCHASED HSBC Securities (USA) Inc. 1,600,000 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 1,600,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America 266,667 NBF Securities (USA) Corp. 266,667 UBS Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 266,666 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size 4,000,000 SI-1 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Issuer Free Writing Prospectus Bond-size termsProspectus, dated September 17April 3, 2007. EXHIBIT A [FORM OF LOCK-UP AGREEMENT] ROYAL GOLD, INC. PUBLIC OFFERING OF COMMON STOCK March ___, 2007 as filed pursuant HSBC Securities (USA) Inc. 400 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 4 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representatives of the several Underwriters Ladies and Gentlemen: This letter is being delivered to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) you in connection with the SEC for proposed Underwriting Agreement (the “Underwriting Agreement”), between Royal Gold, Inc., a Delaware corporation (the “Company”), and each of you as Representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company. In order to which this communication relates. Before induce you invest, you should read and the prospectus in that registration statement and other documents Underwriters to enter into the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. AlternativelyUnderwriting Agreement, the issuerundersigned will not, any underwriter or any dealer participating in without the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A prior written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from consent of HSBC Securities (USA) Inc. and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Centeroffer, FL 07sell, New York NY orcontract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the person undersigned), directly or entity to whom it is provided by us. Any legendsindirectly, disclaimers including the filing (or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under participation in the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mmfiling) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed of a registration statement (including a prospectus) with the SEC Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for the offering such capital stock, or publicly announce an intention to which this communication relates. Before you investeffect any such transaction, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX a period beginning on the SEC Web site at wxx.xxx.xxx. Alternativelydate hereof and continuing for 90 days after the date of the Underwriting Agreement (the “Lock-Up Period”), the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it other than (i) capital stock disposed of as bona fide gifts approved by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from HSBC Securities (USA) Inc. and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated; provided that the donee agrees in writing to be bound by the terms of this letter, 4 World Financial Center(ii) capital stock that, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use when aggregated with all other shares of capital stock disposed of by executive officers and directors of the person or entity Company during such period (not including sales falling under (iii)), does not exceed 75,000 shares of capital stock, and (iii) capital stock in the amount of up to whom it is provided by us. Any legends14,500 shares per month that three of the Company’s directors, disclaimers or notices that appear below were automatically generatedMxxxxxx Xxxxxx, Sxxxxxx Xxxxxxx and Exxxx Xxxxxx, are not applicable permitted to this messagesell under a written plan outstanding on the date hereof for trading securities adopted pursuant to Rule 10b5-1 under the Exchange Act. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), and should the agreement set forth above shall likewise be disregarded.terminated. Yours very truly, [SIGNATURE] [NAME AND ADDRESS]
Appears in 2 contracts
Samples: Underwriting Agreement (Royal Gold Inc), Underwriting Agreement (Royal Gold Inc)
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Depositor, CFSC and the several Underwriters in accordance with the terms of this Class A Note Underwriting Agreement. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ By:/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Treasure CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ By: /s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Treasure The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written above. BARCLAYS CAPITAL INC. By:_/s/ Jxx Xxx Name: Jxx Xxx Title: Managing Director MXXXXXX LYNCHLXXXX, PIERCEXXXXXX, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ By: /s/ Gxxxxxx Xxxxxx Name: Gxxx Gxxxxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a A-3 Notes Principal Amount of Class A-3b Notes Barclays Capital Inc. $ 63,700,000 $ 36,750,000 $ 42,700,000 $ 69,884,000 Mxxxxxx LynchXxxxx, PierceXxxxxx, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 $ 63,700,000 $ 36,750,000 $ 42,700,000 $ 69,883,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 $ 13,650,000 $ 7,875,000 $ 9,150,000 $ 14,976,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 $ 13,650,000 $ 7,875,000 $ 9,150,000 $ 14,976,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 $ 13,650,000 $ 7,875,000 $ 9,150,000 $ 14,976,000 J.X. Xxxxxx Securities Inc. $ 13,650,000 $ 7,875,000 $ 9,150,000 $ 14,976,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 $ 182,000,000 $ 105,000,000 $ 122,000,000 $ 199,671,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities ActAt: 4/22 14:07:40 *NEW ISSUE* $608+MM CATERPILLAR FINANCIAL ASSET TRUST 20072008-A $659.848MM JOINT-BOOKS/LEADS: JPMS/BARCLAYS / ML CO-MGRSMANAGERS: ABN, BXX, CITI, JPM TIMING: PRICING THIS AFTERNOON/BOFA/BARCAP/CITI*100% POT* ALLOCATIONS IN 30 Mins (ish) Cls Amt ($mm) Rtgs (Amt-mm WAL M/S) WAL E.F. L.F. BmrkS&P WINDOW E.XXXXX L.XXXXX BENCH+TALK STATUS A-1 182.000 0.35 P-1/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL A-1+ 11 8 12/26/08 04/27/09 IntL+4 SUBJ A-2A 75.000 105.000 1.20 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 14 01/25/10 12/27/10 EDSF+115 SUBJ A-2B 126.000 122.000 1.20 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 14 01/25/10 12/27/10 1mL+115 SUBJ A-3 199.671 2.45 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL 17 05/25/11 04/25/14 IntS+175 SUBJ DISTRIBUTION DATES: 25th of each month FIRST PAYMENT DATE: May 27, 2008 EXPECTED SETTLEMENTSETTLE: THURSDAYApril 29, SEPTEMBER 27th 2008 All Classes ERISA Eligible The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000, requesting to be connected to Ext. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded2663. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: *NEW ISSUE* $608+MM CATERPILLAR FINANCIAL ASSET TRUST 20072008-A $659.848MM CFAT 2007-A JOINT-BOOKS/LEADS: JPMS/BARCLAYS / ML CO-MGRSMANAGERS: ABN/BOFA/BARCAP/CITI*100% POT* , BXX, CITI, JPM Cls Amt ($mm) Rtgs (Amt-mm WAL M/S) WAL E.F. L.F. BmrkS&P WINDOW SPREAD Yield Coupon Dollar A-1 182.000 0.35 P-1/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL A-1+ 11 100.000000 5.67225 8 IntL+4 3.0050 3.005 100 A-2A 75.000 105.000 1.20 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 14 EDSF+115 4.130 4.09 99.994316 A-2B 122.000 1.20 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx14 1mL+115 100 A-3 199.671 2.45 Aaa/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENTAAA 17 IntS+175 4.9920 4.94 99.998113 DISTRIBUTION DATES: THURSDAY25th of each month FIRST PAYMENT DATE: May 27, SEPTEMBER 27th FLAT 2008 SETTLE: April 29, 2008 All Classes ERISA Eligible The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000, requesting to be connected to Ext. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded2663.
Appears in 2 contracts
Samples: Underwriting Agreement (Caterpillar Financial Asset Trust 2008-A), Underwriting Agreement (Caterpillar Financial Funding Corp)
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree that each the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is not advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no the Underwriter shall not have any responsibility or liability to the Depositor or CFSC with respect thereto. Any review by the Underwriters Underwriter of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Depositor, CFSC and the several Underwriters Underwriter in accordance with the terms of this Class A B Note Underwriting Agreement. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx By:/s/ Jxxxx X. Xxxxxxxx Duensing______________ Name: Dxxxx Jxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx By:/s/ Jxxxx X. Xxxxxxxx _Duensing_____________ Name: Dxxxx Jxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A B Underwriting Agreement is hereby confirmed and accepted as of the date first written above. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx By:/s/ Gxxxxxx Petrie___________________ Name: Gxxx Gxxxxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 Authorized Signatory ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17June 20, 2007 2006 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007ABS NEW ISSUE: CFAT 2006-A $659.848MM JOINT-963MM CATERPILLAR ASSET FINANCE TRUST CLASS A LEADS: JPMSML/ML ABN CO-MGRS: ABNBOA/BOFABAR/BARCAPC/CITI*100% JPM POT* Cls Amt ($mm) Rtgs (/RETENTION CLASS B LEAD: ML. EXPECTED PRICING: 11:30. ALLOCATIONS: 11:00. EXPECTED SETTLE: JUNE 28. CLASS SIZE WAL M/S) WAL E.F. L.F. BmrkS EXP LGL A1 246.10 0.34 P-1/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL A-1+ 11 A-2A 75.000 2/07 6/07 A2 250.00 1.05 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 12/07 2/09 A3 302.00 2.05 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 3/09 5/10 A4 136.46 3.05 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 8/09 8/11 B 19.798 26.56 3.16 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENTA+ 8/09 6/12 FIRST PAY: THURSDAY, SEPTEMBER 27th 7/25/06 The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17June 20, 2007 2006 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007ABS NEW ISSUE: CFAT 2006-A $659.848MM CFAT 2007-963MM CATERPILLAR ASSET FINANCE TRUST CLASS A JOINT-LEADS: JPMSML/ML ABN CO-MGRS: ABNBOA/BOFABAR/BARCAPC/CITI*100% JPM POT* Cls Amt ($mm) Rtgs (/RETENTION CLASS B LEAD: ML. SETTLES: JUNE 28 FLAT. CLASS SIZE WAL M/S) WAL E.F. L.F. BmrkS EXP LGL BENCH YLD PX CPN A1 246.10 0.34 P-1/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL A-1+ 11 2/07 6/07 i-Libor - 2 5.45498 100.000000 5.67225 A-2A 75.000 5.45498 A2 250.00 1.05 Aaa/AAA 1.00 07/09 04/10 12/07 2/09 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 - 2 5.659 99.996619 5.59 A3 302.00 2.05 Aaa/AAA 2.31 09/11 06/12 SWPS 3/09 5/10 SWAPS - 1 5.640 99.990729 5.57 A4 136.46 3.05 Aaa/AAA 8/09 8/11 SWAPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 4 5.687 99.997948 5.62 B 19.798 26.56 3.16 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENTA+ 8/09 6/12 SWAPS +14 5.788 99.972953 5.71 FIRST PAY: THURSDAY, SEPTEMBER 27th FLAT 7/25/06 The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.
Appears in 2 contracts
Samples: Caterpillar Financial Funding Corp, Caterpillar Financial Asset Trust 2006-A
Arm’s Length Transaction. The Depositor Company and CFSC the Selling Stockholders acknowledge and agree that (i) the purchase and sale of the securities pursuant to this Agreement is an arm's-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the 41 several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or any Selling Stockholder, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company or any Selling Stockholder with respect to the offering of the Notes Offering contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters) or any other obligation to the Company or any Selling Stockholder except the obligations expressly set forth in this Agreement and (iv) the Company or any Selling Stockholder has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company and each Selling Stockholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or any Selling Stockholder, in connection with determining such transaction or the terms of process leading thereto. Each Selling Stockholder acknowledges and agrees that, although the Underwriters may provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering) and not as a financial advisor or a fiduciary to, or an agent of, the DepositorUnderwriters are not making a recommendation to any Selling Stockholder to participate in the offering or sell any securities at the at the purchase price per share set forth in clause (a) of Section 2, CFSC and nothing set forth in such disclosures or documentation is intended to suggest that any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning making such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCa recommendation. If the foregoing is correctly sets forth the understanding between the Underwriters, the Selling Stockholders and the Company, please so indicate in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereofspace provided below for that purpose, whereupon it will become this letter shall constitute a binding agreement among the DepositorCompany, CFSC the Selling Stockholders and the several Underwriters in accordance with the terms of this Class A Note Underwriting Agreementits terms. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ OCEANPAL INC. By: Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx Address for Notice: Xxxxxxxx 00, 000 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx, Attention: Xxxxxxxxxxx Xxxxxxxxxx, Facsimile: + 30-210-9401-810; email: xxxxxxxxxxx@xxxxxxxx.xxx. Copy (which shall not constitute notice) to: Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxxxx ______________ Xxxxxx, Esq., Facsimile: (000) 000-0000, Email: xxxxxx@xxxxxx.xxx If the foregoing correctly sets forth the understanding between the Underwriters, the Selling Stockholders and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Selling Stockholders and the several Underwriters in accordance with its terms. Very truly yours, TUSCANY SHIPPING CORP. By: Name: Dxxxx X. Xxxxxxxx Semiramis Paliou Title: Treasurer The Authorized Representative Address for Notice: c/o OceanPal Inc. Pendelis 26, 000 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx, Attention: Xxxxxxxxxxx Xxxxxxxxxx, Facsimile: + 30-210-9401-810; email: xxxxxxxxxxx@xxxxxxxx.xxx. Copy (which shall not constitute notice) to: Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxx, Esq., Facsimile: (000) 000-0000, Email: xxxxxx@xxxxxx.xxx If the foregoing Class A Underwriting Agreement is hereby confirmed correctly sets forth the understanding between the Underwriters, the Selling Stockholders and accepted as of the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Selling Stockholders and the several Underwriters in accordance with its terms. Very truly yours, 4 SWEET DREAMS, S.A. By: Name: Semiramis Paliou Title: Authorized Representative Address for Notice: c/o OceanPal Inc. Pendelis 26, 000 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx, Attention: Xxxxxxxxxxx Xxxxxxxxxx, Facsimile: + 30-210-9401-810; email: xxxxxxxxxxx@xxxxxxxx.xxx. Copy (which shall not constitute notice) to: Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxx, Esq., Facsimile: (000) 000-0000, Email: xxxxxx@xxxxxx.xxx If the foregoing correctly sets forth the understanding between the Underwriters, the Selling Stockholders and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Selling Stockholders and the several Underwriters in accordance with its terms. Very truly yours, ABRA MARINVEST INC. By: Name: Xxxxxxx Xxxxxxxxx Title: Authorized Representative Address for Notice: c/o OceanPal Inc. Pendelis 26, 000 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx, Attention: Xxxxxxxxxxx Xxxxxxxxxx, Facsimile: + 30-210-9401-810; email: xxxxxxxxxxx@xxxxxxxx.xxx. Copy (which shall not constitute notice) to: Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxx, Esq., Facsimile: (000) 000-0000, Email: xxxxxx@xxxxxx.xxx Accepted on the date first written aboveabove written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ MAXIM GROUP LLC As the Representative of the several Underwriters listed on Schedule I By: Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ NameAddress for Notice: Jxxx 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx TitleXxxx, XX 00000, Attention: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchXxxxx Xxxxxx, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities ActFacsimile: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm000) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynchemail: xxxxxxx@xxxxxxxx.xxx Copy (which shall not constitute notice) to: Ellenoff Xxxxxxxx & Schole LLP, Pierce0000 Xxxxxx xx xxx Xxxxxxxx, Fxxxxx & Sxxxx IncorporatedXxx Xxxx, 4 World Financial CenterXX 00000, FL 07Attention: Xxxxx X. Xxxxxxxx, New York NY orEsq., in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx Facsimile: (000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. , email: xxxxxxxxxx@xxxxxx.xxx SCHEDULE I Schedule of Underwriters Underwriter Number of Units including Common Shares to be Purchased Number of Units Including Pre-Funded Warrants to be Purchased Number of Additional Class A written prospectus may also Warrants to be obtained from your Mxxxxxx Lxxxx sales representativePurchased Closing Purchase Price Maxim Group LLC $ Total $ SCHEDULE II Schedule of Selling Stockholders Name of Selling Stockholder Number of Selling Stockholder Shares to be Sold Closing Purchase Price Tuscany Shipping Corp. $ 4 Sweet Dreams, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.S.A. $ Abra Marinvest Inc. $ Total $
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. This Agreement supersedes all prior agreements and understandings (whether written or CFSCoral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ HECLA MINING COMPANY By: Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ NameBy: Gxxx Xxxxxx Title: Director J.X. Authorized Signatory X.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ NameBy: Jxxx Xxx Title: Managing Director on behalf of Authorized Signatory For themselves and as Representatives of the other several Underwriters named in Schedule I. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx UNDERWRITERS NUMBER OF UNDERWRITTEN SECURITIES TO BE PURCHASED Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. 875,000 X.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America 612,500 CIBC World Markets Corp. 52,500 BMO Capital Markets Corp. 52,500 Macquarie Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays (USA) Inc. 52,500 RBC Capital Markets Corporation 52,500 Scotia Capital (USA) Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 52,500 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size 1,750,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Issuer Free Writing Prospectus Bond-size termsProspectus, dated September 17December 12, 2007 as Filed pursuant to Rule 433(b) Registration Statement No.: 333- 145919 HECLA MINING COMPANY The following information supplements the Prospectus Supplement for the offering of 6.50% Mandatory Convertible Preferred Stock, dated December 12, 2007 (the “Prospectus Supplement”), filed pursuant to Rule 433 424(b)(2) under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007Act of 1933, Registration Statement No. 333-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded145919.
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ INTERNATIONAL BUSINESS MACHINES CORPORATION, By: /s/ Xxxxxx Xxxxxxxxx Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHBARCLAYS CAPITAL INC. BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS INC. XXXXXXX, PIERCE, FXXXXX XXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. CO. X.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ UBS SECURITIES LLC By: BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx Xxxxxxxxx Name: Jxxx Xxx Xxxxxxx Xxxxxxxxx Title: Managing Director on behalf of For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Scheduled II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated September 11, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 2007 Registration No. 333-145104 Representatives: Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 BNP Paribas Securities Corp Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. X.X. Xxxxxx Securities Inc. UBS Securities LLC Title, Purchase Price and Description of Securities: Title: 5.70% Notes due 2017 Principal amount: $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated 3,000,000,000 Purchase price: 99.254% of the principal amount of Notes plus accrued interest from September 1714, 2007 Offering price: 99.654% of the principal amount of Notes plus accrued interest from September 14, 2007 Interest: Payable on March 14 and September 14 of each year, commencing on March 14, 2008 Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of the Company, as filed described in the Final Prospectus. Closing Date, Time and Location: September 14, 2007, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: Name: Dxxxx Sxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC MXXXXXX LYNCHLXXXX INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., PIERCEBELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, FXXXXX INC. BXXXXXXX VAN, LLC SXXXX BROTHERS & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ CO By: BARCLAYS BANK PLC By: /s/ Exxxx Xxxxxx Name: Gxxx Exxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Authorised Signatory By: CITIGROUP GLOBAL MARKETS LIMITED By: /s/ Simi Alabl Name: Jxxx Xxx Simi Alabl Title: Delegated Signatory By: HSBC BANK PLC By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: MXXXXXX LXXXX INTERNATIONAL By: /s/ Axxxx X Xxxxxxxx Name: Axxxx X Xxxxxxxx Title: Managing Director on behalf By: MIZUHO INTERNATIONAL PLC By: /s/ SXXXXX XXXXX Name: SXXXXX XXXXX Title: Executive Director By: SMBC NIKKO CAPITAL MARKETS LIMITED By: /s/ Sxxxx Xxxxx Name: Sxxxx Xxxxx Title: Managing Director By: ING BANK N.V., BELGIAN BRANCH By: /s/ Kxxx Xxxxx Name: Kxxx Xxxxx Title: Global Head of themselves and as Representatives of the Underwriters Debt Syndicate By: /s/ Wxxxxxx Xx Xxxxxx Name: Wxxxxxx Xx Xxxxxx Title: Head Legal Capital Markets By: RBC EUROPE LIMITED By: /s/ Ixxx Xxxxxx Name: Ixxx Xxxxxx Title: Duly Authorised Signatory By: U.S. BANCORP INVESTMENTS, INC. By: /s/ Sxxxxxx Xxxxxxxxxx Name: Sxxxxxx Xxxxxxxxxx Title: Managing Director By: BXXXXXXX VAN, LLC By: /s/ Exxx Xxxxxxxxx Name: Exxx Xxxxxxxxx Title: CEO & President By: SXXXX BROTHERS & CO By: /s/ Kit Txxxxx Name: Kit Txxxxx Title: Senior Managing Director SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated February 2, Pierce2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary Wxxxx Xxxxxx, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. X00 0XX Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Xxxxxxx Tel: +00 (0) 00 0000 0000 Attn: Debt Syndicate Email: LxxxXxxxxxxXxxxXxxxxxx@xxxxxxxxxxxx.xxx Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Limited Citigroup Centre Canada Square Cxxxxx Xxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx Fax No.: +00 00 0000 0000 Attention: Syndicate Desk HSBC Bank plc 8 Xxxxxx Xxxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx Tel: +00 00 0000 0000 Fax: +00 00 0000 0000 Email: txxxxxxxxxx.xxxxxxxxxx@xxxxxx.xxx Mxxxxxx Lxxxx International 2 Xxxx Xxxxxx Xxxxxx London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 30 Xxx Xxxxxx Xxxxxx, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited Oxx Xxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Telephone: +00 00 0000 0000 Email address: LXXX@xxxxxxxxx-xx.xxx Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 98.737% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Bond-size termsSupplement dated the date of this Agreement. Closing Date, dated September 17Time and Location: February 9, 2007 as filed 2022, 10:00 A.M., at the offices of Cravath, Swaine & Mxxxx LLP, Wxxxxxxxx Xxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete unaudited capsule information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you Disclosure Package and the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregardedFinal Prospectus.
Appears in 1 contract
Samples: International Business Machines Corp
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ INTERNATIONAL BUSINESS MACHINES CORPORATION, By /s/ Mxxxxx Xxxxxxxxx Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Mxxxxx Xxxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. BARCLAYS CAPITAL INC. LXXXXX BROTHERS INC. MXXXXXX LYNCH, PIERCEPXXXXX, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ MXXXXX SXXXXXX & CO. INCORPORATED By: BARCLAYS CAPITAL INC. By: /s/ Pxxxxx Xxxxxxx Name: Gxxx Xxxxxx Pxxxxx Xxxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Scheduled II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Underwriting Agreement dated July 23, 2008 Registration No. 333-145104 Representatives: Barclays Capital Inc. Lxxxxx Brothers Inc. Mxxxxxx LynchXxxxx, PierceXxxxxx, Fxxxxx & Sxxxx Sxxxx. Incorporated Mxxxxx Sxxxxxx & Co. Incorporated Title, Purchase Price and Description of Securities: Title: Floating Rate Notes due 2011 Principal amount: $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. 1,000,000,000 Purchase price: 99.850% of the principal amount of Notes plus accrued interest from July 28, 2008 Offering price: 100.000% of the principal amount of Notes plus accrued interest from July 28, 2008 Interest: Payable on January 28, April 28, July 28 and October 28 of each year, commencing on October 28, 2008 Sinking fund provisions: None. Redemption provisions: The Notes are not redeemable prior to maturity. Closing Date, Time and Location: July 28, 2008, 10:00 A.M., at the offices of Cravath, Swaine & Mxxxx LLP, Worldwide Plaza, 800 Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The line items from the Company's consolidated income statement and statement of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, financial position set forth in the Company's press release dated September July 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating 2008 included in the offering will arrange to send you the prospectus if you request it by calling the tollCompany's Form 8-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, K dated September July 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded2008.
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby Offering (including in connection with determining the terms of the offeringOffering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is no Underwriters are advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. The Company further acknowledges and agrees that it is aware that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Underwriters and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or CFSCagency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any claims it may have against the Underwriters or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Shares under this Agreement and agrees that the Underwriters or their affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the Underwriters’ obligations under this Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your the Company’s understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and the Company’s acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ XXXXXX MINING INC. By: /s/ Xxxxxx XxXxxx Name: Dxxxx X. Xxxxxxxx Xxxxxx XxXxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Chief Executive Officer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ CANTOR XXXXXXXXXX CANADA CORPORATION By: /s/ Xxxxxxxxxxx Xxxxx Name: Gxxx Xxxxxx Xxxxxxxxxxx Xxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves President and as Representatives of the Underwriters Chief Financial Officer SCHEDULE I Class A Note Underwriters Principal Amount Number of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Shares to be Purchased Cantor Xxxxxxxxxx Canada Corporation 4,975,500 BMO Capital Markets Corp. 829,250 TD Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc 829,250 Total: 6,634,000 EXHIBIT B Form of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus BondLock-size termsUp Agreement Lock-Up Agreement December , dated September 172000 Xxxxxx Xxxxxxxxxx Xxxxxx Corporation 180 Xxxxxxxxxx Xxxxxx, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, 0000 Xxxxxxx, Xxxxxxx X0X 0X00X0 Ladies and Gentlemen: This agreement (“Lock-Up Agreement”) is being delivered to you in connection with the underwriting agreement (the “Underwriting Agreement”) entered into by XxXxxx Mining Inc., a Colorado corporation (the “Company”), and you with respect to the offering (the “Offering”) of common stock, no par value per share, of the Company (the “Common Stock”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Underwriting Agreement. The execution and delivery by the undersigned of this Lock-Up Agreement is a condition to the closing of the Offering. In consideration of the closing of the Offering and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the underwriting agreement relating to the Offering, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation (i) offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of (including, without limitation, by making any short sale, engage in any hedging, monetization or derivative transaction) or file (or participate in the filing of) a registration statement, prospectus or other Canadian securities offering document, with the U.S. Securities and Exchange Commission or any Canadian Regulator (the “Commissions”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commissions promulgated thereunder with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock disposed of as bona fide gifts, (b) transactions by the undersigned relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, (c) entry into written trading plans for the sale or other disposition by the undersigned of Common Stock for purposes of complying with Rule 10b5-1 of the Exchange Act (“10b5-1 Plans”), provided that no sales or other distributions pursuant to such newly established 10b5-1 Plan may occur until the expiration of the Lock-Up Period, (d) sale of shares of Common Stock pursuant to 10b5-1 Plans existing as of the date of the Underwriting Agreement, (e) transfers by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a result of testate, intestate succession or bona fide estate planning, (f) transfers by the undersigned to a trust, partnership, limited liability company or other entity, the majority of the beneficial interests of which are held, directly or indirectly, by the undersigned, (g) distributions by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners or stockholders of the undersigned and (h) the exercise of an option or warrant or the conversion of a security outstanding on the date of this Lock-up Agreement by the undersigned pursuant to the Company’s stock option and stock purchase plans; provided that in the case of any such permitted transfer or distribution pursuant to clause (a), (e), (f) or (g), each transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this Lock-Up Agreement. The undersigned further agrees that during the Lock-Up Period, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation, make any demand for, or exercise any right with respect to, the registration (or equivalent) of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities; provided that, the foregoing shall not apply to the Lock-up Exceptions, as such term is defined in the Underwriting Agreement. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement. This communication is intended for Lock-Up Agreement constitutes the sole use entire agreement and understanding between and among the parties with respect to the subject matter of this Lock-Up Agreement and supersedes any prior agreement, representation or understanding with respect to such subject matter. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not Province of Ontario applicable to this message, contracts made and should be disregardedperformed within the Province of Ontario. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant * * * If (a) the Company notifies you in writing that it does not intend to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) proceed with the SEC Offering, or (b) for any reason the offering Underwriting Agreement shall be terminated prior to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating “time of purchase” (as defined in the offering will arrange to send you Underwriting Agreement), this Lock-Up Agreement shall be terminated and the prospectus if you request it by calling the toll-free number at 1-000-000-0000undersigned shall be released from its obligations hereunder. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx EXHIBIT C Subsidiaries 10393444 Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Inc. Lexam VG Gold Inc. Pangea Resources Inc. Compania Minera Pangea S.A. de C.V Nevada Pacific Gold (US) Inc. NPG US LLC Ticup LLC XxXxxx Mining Nevada Inc. Golden Pick LLC WKGUS LLC Gold Bar Enterprises LLC XxXxxx Mining Alberta ULC XxXxxx Mining Minera Andes Acquisition ULC Minera Andes Inc. International Copper ULC International Copper Mining Inc. Los Azules Mining Inc. San Xxxx Copper Inc. Andes Corporation Minera XX Xxxxxx Andes Mining Inc. Minera Andes Santa Xxxx Inc. Latin America Exploration Inc. Minera Andes XX Xxxxxx Santa Xxxx XX Xxxxxx Springs LLC Tonkin Springs Venture Limited Partnership Tonkin Springs Gold Mining Company U.S. Environmental Corporation
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such 17 Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx By: /s/ Xxxxx X. Xxxxxxxx ______________ Name: Dxxxx Xxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX named in Schedule II to the foregoing Agreement. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. XXXXXXX XXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ CO. LLC SANTANDER INVESTMENT SECURITIES INC. SG AMERICAS SECURITIES, LLC XXXXX FARGO SECURITIES, LLC BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Gxxx Xxxxxx Xxxxxxxx Title: Managing Director (Signature Page to the Underwriting Agreement) CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director (Signature Page to the Underwriting Agreement) CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Managing Director (Signature Page to the Underwriting Agreement) DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx X. XxXxxx Name: Xxxx XxXxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director (Signature Page to the Underwriting Agreement) XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Director (Signature Page to the Underwriting Agreement) SANTANDER INVESTMENT SECURITIES INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Director By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President (Signature Page to the Underwriting Agreement SG AMERICAS SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director (Signature Page to the Underwriting Agreement) XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of (Signature Page to the Underwriters Underwriting Agreement) SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated April 30, Pierce2020 Registration No. 333-230099 Representatives: BofA Securities, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays 00 Xxxxxxxxxxx Xxxxx NY1-50-12-01 New York, New York 10020 Fax: (000) 000-0000 Attention: High Grade Debt Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Markets Transaction Management/Legal Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07000 Xxxxxxxxx Xxxxxx New York, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 10013 Fax: (000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 070000 Attention: General Counsel Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx Xxxxxx New York, New York NY or00000-0000 Fax: (000) 000-0000 Attention: IBCM-Legal Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx New York, in CanadaNew York 10005 Fax: (000) 000-0000 Attention: Debt Capital Markets Syndicate, from Mxxxxxx Lxxxx Canada Inc.with a copy to General Counsel Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, 100 Xxx New York 10282 Attention: Registration Department Santander Investment Securities Inc. 00 Xxxx 00xx Xxxxxx New York, New York 10022 Fax: (000) 000-0000 Attention: Debt Capital Markets SG Americas Securities, LLC 000 Xxxx Xxxxxx New York, New York 10167 Fax: (000) 000-0000 Attention: High Grade Bond Syndicate Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, NC 28202 Fax: (000) 000-Xxxxx 0000000 Attention: Transaction Management Title, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for Purchase Price and Description of Securities: Title: 1.700% Notes due 2027 (the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.“2027 Notes”)
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Each of the Issuer and CFSC acknowledge the Company acknowledges and agree agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer and the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Issuer or the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to Issuer or the Depositor and CFSC Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer or the Company on other matters) or any other obligation to the Issuer or the Company except the obligations expressly set forth in this Agreement and (iv) it has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of the Notes contemplated hereby (including Issuer and the Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer or the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Xxxxxx Xxxxxxxxx Name: Dxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ IBM INTERNATIONAL GROUP CAPITAL LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Dxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Title: Member of the Board of Managers and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX XXXXXXX & SXXXX CO. INCORPORATED By:_____/s/ Gxxx Petrie___________________ By: /s/ Xxxx Xxxxxxxxxxx Name: Gxxx Xxxxxx Xxxx Xxxxxxxxxxx Title: Executive Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Scheduled II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, Underwriting Agreement dated September October 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesRegistration No. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000000000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative00 and 333-145104 Representatives: Bear, from Mxxxxxx Lynch, Pierce, Fxxxxx Xxxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Co. Inc., 100 Xxx Xxxxxx-Xxxxx 000Deutsche Bank Securities Inc., XxxxxxxXxxxxx Brothers Inc. and Xxxxxx Xxxxxxx & Co. Incorporated Title, Xxxxxxx X0X 0X0. This communication is intended for the sole use Purchase Price and Description of Securities: Title: 5.05% Notes due 2012 Principal amount: $1,500,000,000 Purchase price: 99.671% of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17principal amount of Notes plus accrued interest from October 22, 2007 as filed pursuant to Rule 433 under the Securities ActOffering price: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*10099.921% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legendsprincipal amount of Notes plus accrued interest from October 22, disclaimers or notices that appear below were automatically generated2007 Maturity: October 22, are not applicable to this message2012 Interest: Accruing from October 22, 2007, payable on April 22 and should be disregardedOctober 22 of each year, commencing on April 22, 2008 Sinking fund provisions: None.
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company and CFSC the Selling Stockholders acknowledge and agree that (i) the purchase and sale of the securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or any Selling Stockholder, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company or any Selling Stockholder with respect to the offering of the Notes Offering contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters) or any other obligation to the Company or any Selling Stockholder except the obligations expressly set forth in this Agreement and (iv) the Company or any Selling Stockholder has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company and each Selling Stockholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or any Selling Stockholder, in connection with determining such transaction or the terms of process leading thereto. Each Selling Stockholder acknowledges and agrees that, although the Underwriters may provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering) and not as a financial advisor or a fiduciary to, or an agent of, the DepositorUnderwriters are not making a recommendation to any Selling Stockholder to participate in the offering or sell any securities at the at the purchase price per share set forth in clause (a) of Section 2, CFSC and nothing set forth in such disclosures or documentation is intended to suggest that any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning making such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCa recommendation. If the foregoing is correctly sets forth the understanding between the Underwriters and the Company, please so indicate in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereofspace provided below for that purpose, whereupon it will become this letter shall constitute a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting Agreementits terms. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ OCEANPAL INC. By: Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Address for Notice: Xxxxxxxx ______________ Name00, 000 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx, Attention: Dxxxx X. Xxxxxxxx TitleXxxxxxxxxxx Xxxxxxxxxx, Facsimile: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of + 30-210-9401-810; email: [ ] Copy (which shall not constitute notice) to: Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: [ ], Esq., Facsimile: (000) 000-0000, Email: [ ] [INSERT SIGNATURE BLOCKS FOR SELLING STOCKHOLDERS ALONG WITH ADDRESS FOR NOTICE] Accepted on the date first written aboveabove written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ MAXIM GROUP LLC As the Representative of the several Underwriters listed on Schedule I By: Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ NameAddress for Notice: Jxxx 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx TitleXxxx, XX 00000, Attention: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch[ ], Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities ActFacsimile: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm000) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynchemail: xxxxxxx@xxxxxxxx.xxx Copy (which shall not constitute notice) to: Ellenoff Xxxxxxxx & Schole LLP, Pierce0000 Xxxxxx xx xxx Xxxxxxxx, Fxxxxx & Sxxxx IncorporatedXxx Xxxx, 4 World Financial CenterXX 00000, FL 07Attention: Xxxxx X. Xxxxxxxx, New York NY orEsq., in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx Facsimile: (000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. , email: xxxxxxxxxx@xxxxxx.xxx SCHEDULE I Schedule of Underwriters Underwriter Number of Units including Common Shares to be Purchased Number of Units Including Pre-Funded Warrants to be Purchased Number of Additional Class A written prospectus may also Warrants to be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use Purchased Closing Purchase Price Maxim Group LLC $ Total $ SCHEDULE II Schedule of the person or entity Selling Stockholders Name of Selling Stockholder Number of Selling Stockholder Shares to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Sold Closing Purchase Price [ ] (a) $ [ ] (a) [ ] (a) Total $
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. This Agreement supersedes all prior agreements and understandings (whether written or CFSCoral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx HECLA MINING COMPANY By: /s/ Xxxxxx X. Xxxxxxxx ______________ Xxxx Name: Dxxxx Xxxxxx X. Xxxxxxxx Xxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Senior Vice President The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ NameBy: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx Authorized Signatory SCOTIA CAPITAL (USA) INC. By:____/s/ Jxxx Cho____________________ NameBy: Jxxx Xxx Title: Managing Director on behalf of /s/ A. Xxxxxx Xxxx A. XXXXXX XXXX Authorized Signatory For themselves and as Representatives of the other several Underwriters named in Schedule I. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx UNDERWRITERS NUMBER OF UNDERWRITTEN SECURITIES TO BE PURCHASED Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities 12,400,000 Scotia Capital (USA) Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays 7,750,000 BMO Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Corp. 5,425,000 RBC Capital Markets Corporation 5,425,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX 31,000,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE A Bond Size first Issuer Free Writing Prospectus Bond-size termsProspectus, dated September 173, 2007 as filed pursuant 2008 A second Issuer Free Writing Prospectus, dated September 3, 2008 SCHEDULE III NUMBER AND PRICE OF SECURITIES Price per share to Rule 433 under the Securities Actpublic: CATERPILLAR FINANCIAL ASSET TRUST 2007$5.00 Offering Size: 31,000,000 shares Over-allotment Option: 4,000,000 shares, if the Underwriters exercise their option to purchase additional shares in full Closing Date: September 12, 2008 EXHIBIT A $659.848MM JOINT[FORM OF LOCK-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAYAGREEMENT] HECLA MINING COMPANY PUBLIC OFFERING OF COMMON STOCK September , SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx 2008 Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated, Xxxxx Incorporated 4 World Financial Center, FL 07Center New York, New York NY or10080 Scotia Capital (USA) Inc. One Liberty Plaza 000 Xxxxxxxx, in Canada00xx Xxxxx Xxx Xxxx, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use Xxxx 00000 As Representatives of the person or entity several Underwriters Ladies and Gentlemen: This letter is being delivered to whom it is provided by us. Any legendsyou in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), disclaimers or notices that appear below were automatically generatedbetween Hecla Mining Company, are not applicable to this messagea Delaware corporation (the “Company”), and should be disregardedyou as Representatives of a group of Underwriters named therein, relating to an underwritten public offering of shares of common stock, par value $0.25 per share, of the Company. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant In order to Rule 433 under induce you and the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with other Underwriters to enter into the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. AlternativelyUnderwriting Agreement, the issuerundersigned will not, any underwriter or any dealer participating in without the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A prior written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx consent of Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx IncorporatedXxxxx Incorporated and Scotia Capital (USA) Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned not including the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period beginning on the date hereof and continuing for 90 days after the date of the Underwriting Agreement (the “Lock-Up Period”), other than (i) capital stock disposed of as bona fide gifts approved by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Scotia Capital (USA) Inc.; provided that the donee agrees in writing to be bound by the terms of this letter, (ii) capital stock that (when aggregated with all other shares of capital stock disposed of by executive officers and directors of the Company during such period) does not exceed 75,000 shares of capital stock, (iii) capital stock contributed by the Company to its 401(k), retirement, and employee benefit plans in the ordinary course of business and reallocation of funds within such accounts by the participants in or trustees or administrators of such plans, and (iv) capital stock disposed of under the Rule 10b5-1 trading plans or programs in existence of the date hereof. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [SIGNATURE] [NAME AND ADDRESS] Exhibit B SIGNIFICANT SUBSIDIARIES Hecla Limited Hecla Alaska LLC Xxxxx Trading, Inc. Hecla Admiralty Company Exhibit C SELLING RESTRICTIONS The selling restrictions are stated under the caption “Underwriting” in the Final Prospectus. Exhibit D FORM OF OPINION OF XXXX, XXXX & XXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) September 12, 2008 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4 World Financial Center, FL 07Center New York, New York NY or10080 Scotia Capital (USA) Inc. One Liberty Plaza 000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 as representatives of the several Underwriters Re: 31,000,000 shares of common stock, par value $0.25 per share (the “Common Stock”) of Hecla Mining Company Ladies and Gentlemen: We have acted as special counsel to Hecla Mining Company, a Delaware corporation (the “Company”), in Canadaconnection with the Company’s Registration Statement on Form S-3ASR (No. 333-145919) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, from Mxxxxxx Lxxxx Canada Inc.as amended (the “1933 Act”), 100 Xxx Xxxxxxincluding the information deemed to be a part of any such registration statement at the time of effectiveness pursuant to Rule 430A under the 1933 Act (the “Registration Statement”), and the prospectus dated September 7, 2007, together with the preliminary prospectus supplement dated September 2, 2008 (together with the Issuer Free Writing Prospectuses identified on Schedule II of the Underwriting Agreement and the pricing press release filed on Form 8-Xxxxx 000K on [date], Xxxxxxxthe “Disclosure Package”) and the final prospectus supplement dated September 8, Xxxxxxx X0X 0X02008 forming part of the Registration Statement (together with the Disclosure Package, the “Prospectus”), covering (i) the sale by the Company of shares of common stock, par value $0.25 per share (the “Common Stock”), of the Company and the purchase by each of the Underwriters named in Schedule I to the Underwriting Agreement (as defined below) (collectively, the “Underwriters”) of the respective numbers of shares of Common Stock set forth in Schedule I to the Underwriting Agreement and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) of the Underwriting Agreement to purchase up to 4,000,000 additional shares of Common Stock to cover over-allotments, if any, pursuant to the Underwriting Agreement dated September 8, 2008 (the “Underwriting Agreement”) among the Company and you, as representatives of the Underwriters. This communication opinion is intended furnished to you pursuant to Section 6(b) of the Underwriting Agreement. Capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to such terms in the Underwriting Agreement. In this connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of: (1) the Underwriting Agreement; (2) the Registration Statement; (3) the Prospectus; (4) the Company Agreements (as defined below); (5) resolutions adopted by the Board of Directors of the Company and the Executive Committee of the Board of Directors of the Company; (6) a specimen certificate evidencing the Securities; (7) the Certificate of Incorporation and By-laws of the Company; (8) a certificate of the Secretary of the State of Delaware as to the existence of the Company; and (9) such corporate and other records, certificates, documents and other papers as we deemed it necessary to examine for the sole use purpose of this opinion. Based on the foregoing, in reliance upon the assumptions set forth herein and subject to the qualifications herein contained, we are of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.opinion that:
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ IBM CREDIT LLC By: /s/ Axxx Xxxxxx Name: Dxxxx X. Xxxxxxxx Axxx Xxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Vice President, Finance IBM Debt Offering The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. CITIGROUP GLOBAL MARKETS INC. J.X. XXXXXX SECURITIES LLC MXXXXXX LYNCHLXXXX, PIERCEPXXXXX, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ WXXXX FARGO SECURITIES, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Axxx X. Xxxxxxx Name: Gxxx Axxx X. Xxxxxxx Title: Vice President By: J.X. XXXXXX SECURITIES LLC By: /s/ Som Bxxxxxxxxxxxx Name: Som Bxxxxxxxxxxxx Title: Executive Director By: MXXXXXX XXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATED By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Managing Director By: WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated September 5, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 2017 Registration No. 333-219724 Representatives: Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms300 Xxxxxxxxx Xxxxxx New York, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities ActNY 10013 Fax: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm000) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act0000 Attention: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.General Counsel
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is no Underwriters are advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. This Agreement supersedes all prior agreements and understandings (whether written or CFSCoral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ PROSPECT GLOBAL RESOURCES INC. By: /s/ Xxxxx Xxxx Name: Dxxxx X. Xxxxxxxx Xxxxx Xxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Chief Financial Officer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCHXXXXXXX XXXX & COMPANY, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ NameLLC By: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES /s/ Xxxxxxx Xxxxxxx Authorized Signatory MACQUARIE CAPITAL (USA) INC. By:____/s/ Jxxx Cho____________________ NameBy: Jxxx /s/ Xxxx Xxxxxxxxxx Authorized Signatory By: /s/ Xxx TitleXxxxx Authorized Signatory XXXX CAPITAL PARTNERS, LLC By: Managing Director on behalf of themselves and as Representatives of the Underwriters /s/ Xxxxx X. Xxxxxxxx Authorized Signatory STERNE AGEE & XXXXX, INC. By: /s/ Xxxxxx X. Xxxxx Authorized Signatory SCHEDULE I Class A Note Underwriters Principal Amount Number of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwritten Securities to be Purchased Xxxxxxx Xxxx & Company, PierceLLC 6,000,000 Macquarie Capital (USA) Inc. 4,500,000 Xxxx Capital Partners, Fxxxxx LLC 3,000,000 Sterne Agee & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Xxxxx, Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 1,500,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms15,000,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Pricing Term Sheet, dated September 17November 8, 2007 as filed pursuant to Rule 433 under 2012, in the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has form filed with the SEC for more complete information about the issuer and this offeringCommission. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use SCHEDULE III PRICING INFORMATION Issue Price $1.75 Underwriting Commission $.105 (6% of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt issue price) Aggregate Number of Shares 15,000,000 ($mm17,250,000) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectusOption Shares) with the SEC for the offering to which this communication relates. Before you investExpected Closing Date November 14, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. 2012 EXHIBIT A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Selling Restrictions
Appears in 1 contract
Samples: Underwriting Agreement (Prospect Global Resources Inc.)
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: XxXxxxxx Senior Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHXXXXXXX, PIERCEXXXXX & CO. By: /s/ Xxxxxxx, FXXXXX Sachs & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Co. (XXXXXXX, XXXXX & CO.) X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Gxxx Xxxxxx Xxxxxxx X. Xxxxxxx Title: Executive Director J.X. XXXXXX SECURITIES INCXXXXXXX & CO. By:____/s/ Jxxx Cho____________________ LLC By: /s/ Xxxx Xxx Name: Jxxx Xxxx Xxx Title: Managing Director on behalf of Vice President For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Debt Securities 2.625% Global Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx due December 9, 2014 Underwriting Agreement: Dated December 6, 2011 Registration Statement No.: 333-159366 Representatives: Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Joint Bookrunners: Xxxxxxx, Sachs & Co. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Co-Managers: BNP Paribas Securities Corp. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Mizuho Securities USA Inc. RBS Securities Inc. Xxxxx Fargo Securities, LLC Title of Securities: 2.625% Global Notes due December 9, 2014 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc 650,000,000 Interest Rate: 2.625% per annum. Purchase Price: 99.746% Offering Price: 99.946% Interest Payment Dates: Semiannually; June 9 and December 9 of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup each year, commencing June 9, 2012 (subject to the following business day convention). Method of Calculation: 30/360 Subordination Provisions: None Optional Redemption: The Company will have the right to redeem the 2.625% Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY orNotes, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for whole or in part on at least 30 days’ but no more than 60 days’ prior written notice mailed to the sole use registered holders of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.the
Appears in 1 contract
Samples: www.bankchb.com
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. This Agreement supersedes all prior agreements and understandings (whether written or CFSCoral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ ROYAL GOLD, INC. By: Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX HSBC SECURITIES (USA) INC. By:____/s/ Jxxx Cho____________________ NameBy: Jxxx Xxx TitleAuthorized Signatory XXXXXXX XXXXX & CO. By: Managing Director on behalf of Authorized Signatory SCOTIA CAPITAL (USA) INC. By: Authorized Signatory For themselves and as Representatives of the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount Number of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwritten Securities to be Purchased HSBC Securities (USA) Inc. 1,352,000 Xxxxxxx, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Sachs Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America 1,352,000 Scotia Capital (USA) Inc. 1,222,000 National Bank Financial Inc. 416,000 CIBC World Markets Inc. 286,000 RBC Capital Markets Corporation 286,000 UBS Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 286,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size 5,200,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Issuer Free Writing Prospectus Bond-size termsProspectus, dated September 17June 22, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded2010.
Appears in 1 contract
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: XxXxxxxx Senior Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ By: /s/ Xxxxxx Xxxxxxxx Name: Gxxx Xxxxxx Xxxxxxxx Title: Managing Director BNP PARIBAS SECURITIES CORP. By: /s/ Xxx XxXxxx Name: Xxx XxXxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Debt Securities
Appears in 1 contract
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s 's length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx HEWLETT-PACKARD COMPANY By: /s/ Xxxxxxx X. Xxxxxxxx ______________ Name: Dxxxx Xxxxxxx Xxxxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Xxxxxxx Vice President, Deputy General Counsel and Assistant Secretary The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX CREDIT SUISSE SECURITIES (USA) LLC By: /s/ M. Xxxxxxx Xxxxx Name: M. Xxxxxxx Xxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ By: /s/ Xxxxx X. Xxxxxxxx Name: Gxxx Xxxxxx Xxxxx X. Xxxxxxxx Title: Director J.X. Authorized Signatory XXXXXX SECURITIES INCXXXXXXX & CO. By:____/s/ Jxxx Cho____________________ INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Jxxx Xxx Xxxxxxx Xxxxx Title: Managing Executive Director on behalf of For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Debt Securities
Appears in 1 contract
Samples: Hewlett Packard Co
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Mxxxxx Xxxxxxxxx Name: Dxxxx X. Xxxxxxxx Mxxxxx Xxxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. By:____/s/ UBS SECURITIES LLC By: UBS SECURITIES LLC By: /s/ Jxxx Cho____________________ Xxxxxxx Name: Jxxx Xxx Xxxxxxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Associate Director SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated December 13, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 2010 Registration No. 333-168333 Representatives: Barclays Capital Inc. UBS Securities LLC Title, Purchase Price and Description of Securities: Title: Floating Rate Notes due 2012 Principal amount: $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms1,000,000,000 Purchase price: 99.90% of the principal amount of Notes plus accrued interest from December 15, dated 2010 Offering price: 100.00% of the principal amount of Notes plus accrued interest from December 15, 2010 Interest: Payable on March 15, June 15, September 1715 and December 15, 2007 as filed commencing on March 15, 2011. Sinking fund provisions: None. Redemption provisions: The Notes may not be redeemed prior to maturity. Closing Date, Time and Location: December 15, 2010, 10:00 A.M., at the offices of Cravath, Swaine & Mxxxx LLP, Worldwide Plaza, 800 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx By: /s/ Sxxxxxx X. Xxxxxxxx ______________ Xxxxxx III Name: Dxxxx Sxxxxxx X. Xxxxxxxx Xxxxxx III Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. J. X. XXXXXX SECURITIES LLC By: /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Vice President SCHEDULE I Underwriting Agreement dated October 31, 2014 Registration No. 333-190160 Representatives: J. X. Xxxxxx Securities LLC Title, Purchase Price and Description of Securities: Title: Floating Rate Notes due 2021 Principal amount: $1,100,000,000 Purchase price: 99.750% of the date first written above. MXXXXXX LYNCHprincipal amount plus accrued interest from November 6, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name2014 Offering price: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives 100.000% of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount principal amount plus accrued interest from November 6, 2014 Interest: Payable on February 6, May 6, August 6, and November 6 of Class A-1 each year, commencing on February 6, 2015 Sinking fund provisions: None. Redemption provisions: The Notes Principal Amount may not be redeemed prior to maturity. Closing Date, Time and Location: November 6, 2014, 10:00 A.M., at the offices of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchCravath, PierceSwaine & Mxxxx LLP, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Wxxxxxxxx Xxxxx, 000 Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size termsXxxxxx, dated September 17Xxx Xxxx, 2007 as filed Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. This Agreement supersedes all prior agreements and understandings (whether written or CFSCoral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ ROYAL GOLD, INC. By: Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX HSBC SECURITIES (USA) INC. By:____/s/ Jxxx Cho____________________ NameBy: Jxxx Xxx TitleAuthorized Signatory XXXXXXX, XXXXX & CO. By: Managing Director on behalf of Authorized Signatory SCOTIA CAPITAL (USA) INC. By: Authorized Signatory For themselves and as Representatives of the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Class A Note Number of Underwritten Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Securities to be Purchased HSBC Securities (USA) Inc. 1,950,000 Xxxxxxx, Xxxxx & Co. 1,950,000 Scotia Capital (USA) Inc. 1,300,000 Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx 650,000 NBF Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 (USA) Corp. 650,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded6,500,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE None.
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ IBM CREDIT LLC By: Name: Dxxxx X. Xxxxxxxx [ ] Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer [ ] IBM Debt Offering The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. [ ] [ ] By: [ ] By: Name: Title: By: [ ] By: Name: Title: SCHEDULE I Underwriting Agreement dated [ ], 20[ ] Registration No. 333-[ ] Representatives: [ ] Attention: [ ] Attention: Title, Purchase Price and Description of Securities: Title: [ ]% Notes due 20[ ] Principal amount: $[ ] Purchase price: [ ]% of the date first written above. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives principal amount of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount Securities plus accrued interest from and including [ ], 20[ ] Offering price: [ ]% of Class A-1 Notes Principal Amount the principal amount of Class A-2a Notes Principal Amount the Securities plus accrued interest from and including [ ], 20[ ] Interest: Payable on [ ] of Class A-2b Notes Principal Amount each year, commencing on [ ], 20[ ] Sinking fund provisions: None. [Redemption provisions: [ ]] Closing Date, Time and Location: [ ], 20[ ], [ ] [a.m. / p.m.], at the offices of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchCravath, PierceSwaine & Xxxxx LLP, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Worldwide Plaza, 000 Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size termsXxxxxx, dated September 17Xxx Xxxx, 2007 as filed Xxx Xxxx. Items specified pursuant to Rule 433 under Section 5(f)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free Section 5(f): [ ] Statements covered by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Section 7(b): [ ]
Appears in 1 contract
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: XxXxxxxx Senior Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx Xxxxxxxxx Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Xxxxxxx Xxxxxxxxx Title: Managing Director on behalf of CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Executive Director For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Debt Securities Floating Rate Global Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynchdue September 13, Pierce2012 Underwriting Agreement: Dated September 8, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. 2010 Registration Statement No.: 333-159366 Representatives: Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx. Xxx Xxxx, XX 00000 X.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Co-Managers: Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the BNP Paribas Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Corp. Xxxxxxx, Xxxxxxx X0X 0X0Xxxxx & Co. HSBC Securities (USA) Inc. UBS Securities LLC Xxxxx Fargo Securities, LLC Title of Securities: Floating Rate Global Notes due September 13, 2012 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $800,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.125% per annum. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legendsPurchase Price: 99.850% Offering Price: 100% Interest Payment Dates: Quarterly; March 13, disclaimers or notices that appear below were automatically generatedJune 13, are not applicable to this messageSeptember 13, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing termsDecember 13 of each year, dated September 17commencing December 13, 2007 as filed pursuant 2010 (subject to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregardedmodified following business day convention).
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby Offering (including in connection with determining the terms of the offeringOffering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is no Underwriters are advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. The Company further acknowledges and agrees that it is aware that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Underwriters and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or CFSCagency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any claims it may have against the Underwriters or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Shares under this Agreement and agrees that the Underwriters or their affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the Underwriters’ obligations under this Agreement. In the course of its business, the Underwriters and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, other participants in the Offering. In addition, at any given time the Underwriters and/or any of their affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in matters unrelated to the Offering. Consistent with applicable legal and regulatory requirements, the Underwriters have adopted policies and procedures to establish and maintain the independence of the Underwriters’ research departments and personnel. As a result, the Underwriters’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, the Offering and other participants in the Offering that differ from the views of the Underwriters’ investment banking personnel. The Underwriters may, at their option and expense, include the Company’s name and logo and a description of the Underwriters’ role in connection with the Offering in such newspapers, periodicals, annual reports and other public marketing materials as it may choose. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your the Company’s understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and the Company’s acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx MXXXXX MINING INC. By: /s/ Rxxxxx X. Xxxxxxxx ______________ XxXxxx Name: Dxxxx Rxxxxx X. Xxxxxxxx XxXxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Chairman of the Board and Chief Executive Officer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx PetrieCANTOR FXXXXXXXXX CANADA CORPORATION By: /s/ Cxxxxxxxxxx Xxxxx Name: Cxxxxxxxxxx Xxxxx Title: President and Chief Financial Officer SCHEDULE I Underwriters Percentage of Shares to be Purchased Cantor Fxxxxxxxxx Canada Corporation 75 % RXXX Capital Partners 15 % Red Cloud Securities Inc. 5 % Maison Placements Canada Inc. 5 % EXHIBIT B Form of Lock-Up Agreement Lock-Up Agreement September ___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce2020 Cantor Fxxxxxxxxx Canada Corporation 100 Xxxxxxxxxx Xxxxxx, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, 0000 Xxxxxxx, Xxxxxxx X0X 0X00X0 Ladies and Gentlemen: This agreement (“Lock-Up Agreement”) is being delivered to you in connection with the underwriting agreement (the “Underwriting Agreement”) entered into by MxXxxx Mining Inc., a Colorado corporation (the “Company”), and you with respect to the offering (the “Offering”) of common stock, no par value per share, of the Company (the “Common Stock”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Underwriting Agreement. The execution and delivery by the undersigned of this Lock-Up Agreement is a condition to the closing of the Offering. In consideration of the closing of the Offering and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, September 23, 2020, the undersigned will not, without the prior written consent of Cantor Fxxxxxxxxx Canada Corporation (i) offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of (including, without limitation, by making any short sale, engage in any hedging, monetization or derivative transaction) or file (or participate in the filing of) a registration statement, prospectus or other Canadian securities offering document, with the U.S. Securities and Exchange Commission or any Canadian Regulator (the “Commissions”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commissions promulgated thereunder with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock disposed of as bona fide gifts, (b) transactions by the undersigned relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, (c) entry into written trading plans for the sale or other disposition by the undersigned of Common Stock for purposes of complying with Rule 10b5-1 of the Exchange Act (“10b5-1 Plans”), provided that no sales or other distributions pursuant to such newly established 10b5-1 Plan may occur until the expiration of the Lock-Up Period, (d) sale of shares of Common Stock pursuant to 10b5-1 Plans existing as of the date of the Underwriting Agreement, (e) transfers by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a result of testate, intestate succession or bona fide estate planning, (f) transfers by the undersigned to a trust, partnership, limited liability company or other entity, the majority of the beneficial interests of which are held, directly or indirectly, by the undersigned, (g) distributions by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners or stockholders of the undersigned and (h) the exercise of an option or warrant or the conversion of a security outstanding on the date of this Lock-up Agreement by the undersigned pursuant to the Company’s stock option and stock purchase plans; provided that in the case of any such permitted transfer or distribution pursuant to clause (a), (e), (f) or (g), each transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this Lock-Up Agreement. The undersigned further agrees that during the Lock-Up Period, the undersigned will not, without the prior written consent of Cantor Fxxxxxxxxx Canada Corporation, make any demand for, or exercise any right with respect to, the registration (or equivalent) of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement. This communication is intended for Lock-Up Agreement constitutes the sole use entire agreement and understanding between and among the parties with respect to the subject matter of this Lock-Up Agreement and supersedes any prior agreement, representation or understanding with respect to such subject matter. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not Province of Ontario applicable to this message, contracts made and should be disregardedperformed within the Province of Ontario. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant * * * If (a) the Company notifies you in writing that it does not intend to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) proceed with the SEC Offering, or (b) for any reason the offering Underwriting Agreement shall be terminated prior to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating “time of purchase” (as defined in the offering will arrange to send you Underwriting Agreement), this Lock-Up Agreement shall be terminated and the prospectus if you request it by calling the toll-free number at 1-000-000-0000undersigned shall be released from its obligations hereunder. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx EXHIBIT C Subsidiaries 10393444 Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Inc. Lexam VG Gold Inc. Pangea Resources Inc. Compania Minera Pangea S.A. de C.V Nevada Pacific Gold (US) Inc. NPG US LLC Ticup LLC MxXxxx Mining Nevada Inc. Golden Pick LLC WKGUS LLC Gold Bar Enterprises LLC MxXxxx Mining Alberta ULC MxXxxx Mining Minera Andes Acquisition ULC Minera Andes Inc. International Copper ULC International Copper Mining Inc. Los Azules Mining Inc. San Jxxx Copper Inc. Andes Corporation Minera SX Xxxxxx Andes Mining Inc. Minera Andes Santa Cxxx Inc. Latin America Exploration Inc. Minera Andes SX Xxxxxx Santa Cxxx SX Xxxxxx Springs LLC Tonkin Springs Venture Limited Partnership Tonkin Springs Gold Mining Company U.S. Environmental Corporation
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Rxxxxx Xxx Xxxx Name: Dxxxx X. Xxxxxxxx Rxxxxx Xxx Xxxx Title: Vice President and Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer IBM Debt Offering The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX named in Schedule II to the foregoing Agreement. CREDIT SUISSE SECURITIES (EUROPE) LIMITED DEUTSCHE BANK AG, LONDON BRANCH GXXXXXX, SXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ CO. MXXXXX SXXXXXX & CO. INTERNATIONAL PLC BANCA IMI S.P.A. BANCO SANTANDER, S.A. SOCIÉTÉ GÉNÉRALE UNICREDIT BANK AG By: CREDIT SUISSE SECURITIES (EUROPE) LIMITED By: /s/A. Gull Name: Gxxx Axxxxx Xxxx Title: Director By: DEUTSCHE BANK AG, LONDON BRANCH By: /s/Sxxxxxxxx Xxxxxxx Name: Sxxxxxxxx Xxxxxxx Title: Senior Counsel By: /s/ Axxxxxxx Xxxxxxx Name: Axxxxxxx Xxxxxxx Title: Senior Counsel By: GXXXXXX, SXXXX & CO. By: /s/Axxx X. Xxxxxx Name: Axxx X. Xxxxxx Title: Director J.X. XXXXXX SECURITIES INCVice President By: MXXXXX SXXXXXX & CO. By:____/s/ INTERNATIONAL PLC By: /s/Jxxx Cho____________________ Xxxxxx Name: Jxxx Xxx Xxxxxx Title: Managing Director on behalf BANCA IMI S.P.A. By: /s/Pxxxxxxx Xxxxxxxxx Name: Pxxxxxxx Xxxxxxxxx Title: Head of themselves Debt Capital Markets BANCO SANTANDER, S.A. By: /s/Rxxxxx Xxxxxxxxxx /s/ Argent Veseli Name: Rxxxxx Broecherer Argent Vxxxxx Title: E.D E.D. SOCIÉTÉ GÉNÉRALE By: /s/Bxxxxxx Xxxxx Name: Bxxxxxx Xxxxx Title: Global Co-Head of Corporate Origination UNICREDIT BANK AG By: /s/Mxxxxxx Xxxxxxx /s/Cxxxxxxxx Xxxxx Name: Mxxxxxx Xxxxxxx Cxxxxxxxx Xxxxx Title: Director Director SCHEDULE I Underwriting Agreement dated November 12, 2012 Registration No. 333-168333 Representatives: Credit Suisse Securities (Europe) Limited Oxx Xxxxx Xxxxxx Xxxxxx X00 0XX Tel: +00 (0) 00 0000 0000 Fax: +00 (0) 00 0000 0000 Attn: MTN Trading Desk Deutsche Bank AG, London Branch Winchester House 1 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Fax Number: +00 (000) 000 0000 Attn: Syndicate Desk Gxxxxxx, Sxxxx & Co. 200 Xxxx Xx. Xxx Xxxx, XX 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attn: Registration Department Mxxxxx Sxxxxxx & Co. International plc 20 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX Tel: 000 0000 0000 Fax: +00 000 000 0000 Email: txxxxxxxx@xxxxxxxxxxxxx.xxx Attn: Head of Transaction Management Group, Global Capital Markets Title, Purchase Price and as Representatives Description of Securities: Title: 1.375% Notes due 2019 Principal amount: €1,000,000,000 Purchase price: 99.283% of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount principal amount of Class A-1 the Notes Principal Amount plus accrued interest from November 19, 2012 Offering price: 99.583% of Class A-2a the principal amount of the Notes Principal Amount plus accrued interest from November 19, 2012 Interest: Payable on November 19 of Class A-2b each year, commencing on November 19, 2013. Sinking fund provisions: None. Redemption provisions: The Notes Principal Amount are redeemable at the option of Class A-3a Notes Principal Amount the Company, in whole upon the occurrence of Class A-3b Notes Mxxxxxx Lynchcertain tax events, Pierceor in whole or in part at a make whole amount, Fxxxxx each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: November 19, 2012, 10:00 A.M., at the offices of Cravath, Swaine & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Mxxxx LLP, Worldwide Plaza, 800 Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size termsXxxxxx, dated September 17Xxx Xxxx, 2007 as filed Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx HEWLETT-PACKARD COMPANY By: /s/ Xxxxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Xxxxx The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Gxxx Xxxxxx Xxxxx X. Xxxxxxx Title: Director J.X. Vice President HSBC SECURITIES (USA) INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President X.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ By: /s/ Xxxxxx Xxxxxxxxx Name: Jxxx Xxx Xxxxxx Xxxxxxxxx Title: Vice President XXXXXX BROTHERS INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director on behalf of For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Debt Securities Floating Rate Global Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynchdue September 3, Pierce2009 Underwriting Agreement: Dated February 25, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 2008 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 HSBC Securities (USA) Inc. HSBC Tower 3, 000 0xx Xxxxxx Xxx Xxxx, XX 00000 X.X. Xxxxxx Securities Inc. 000 Xxxx Xxx., 0xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Debt Capital Markets - Telecom, Media Technology Group Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. Xxxxxx Xxxxxxx & Co. Incorporated SG Americas Securities, LLC Title of Securities: Floating Rate Global Notes due September 3, 2009 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond750,000,000 Interest Rate: Floating rate equal to three-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Actmonth USD LIBOR plus 0.40% per annum. Purchase Price: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS99.90% Offering Price: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.100.00%
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx By: /s/ Xxxxx X. Xxxxxxxx ______________ Name: Dxxxx Xxxxx X. Xxxxxxxx Title: Vice President and Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer IBM Debt Offering The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC DEUTSCHE BANK AG, LONDON BRANCH XXXXXXX XXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ CO. LLC SOCIÉTÉ GÉNÉRALE UNICREDIT BANK AG COMMERZBANK AG ING BANK N.V. BELGIAN BRANCH STANDARD CHARTERED BANK By: BARCLAYS BANK PLC By: /s/ Xxxxxxx Xxxxxxxxxx Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Xxxxxxx Xxxxxxxxxx Title: Managing Director on behalf By: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director By: XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By: SOCIÉTÉ GÉNÉRALE By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director By: UNICREDIT BANK AG By: /s/ Xxxxxxxx Xxxxx/Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxxx/Xxxxxxxx Xxxx Title: Authorized Representative By: COMMERZBANK AG By: /s/ Xxxxxxxxx-Xxxxxxx/Xxxxxxx Name: Xxxxxxxxx-Xxxxxxx/Xxxxxxx Title: Syndikus/Syndikus By: ING BANK N.V. BELGIAN BRANCH By: /s/ Xxxx Xxxxx/Xxxxxxx Xxxxxxx Name: Xxxx Xxxxx/Xxxxxxx Xxxxxxx Title: Global Head of themselves Debt Syndicate/Managing Director By: STANDARD CHARTERED BANK By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Head of Debt Capital Markets, Europe SCHEDULE I Underwriting Agreement dated May 16, 2017 Registration No. 333-212685 Representatives: Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Fax: +00(0)00 0000-0000 Attention: Debt Syndicate Deutsche Bank AG, London Branch Winchester House 0 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Fax: +00 (000) 000 0000 Attn: Syndicate Desk Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, NY 10282-2198 Attention: Registration Department Société Générale 00 Xxxxxxx Xxxxxx London E1 6EG United Kingdom Tel: +0000 0000 0000 Fax: +4420 0000 0000 Attention: Syndicate Desk GLFI/SYN/CAP/BOND UniCredit Bank AG Xxxxxxxxxxxxxxx 00 81925 Munich, Germany Attention: DCM Legal Title, Purchase Price and as Representatives Description of Securities: Title: 0.950% Notes due 2025 1.500% Notes due 2029 Principal amount: 2025 Notes: €1,000,000,000 2029 Notes: €1,000,000,000 Purchase price: 2025 Notes: 99.506% of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount principal amount of Class A-1 the Securities plus accrued interest from and including May 23, 2017 2029 Notes: 99.368% of the principal amount of the Securities plus accrued interest from and including May 23, 2017 Offering price: 2025 Notes: 99.831% of the principal amount of the Securities plus accrued interest from and including May 23, 2017 2029 Notes: 99.793% of the principal amount of the Securities plus accrued interest from and including May 23, 2017 Interest: 2025 Notes Principal Amount Payable on May 23 of Class A-2a each year, commencing on May 23, 2018 2029 Notes Principal Amount Payable on May 23 of Class A-2b Notes Principal Amount each year, commencing on May 23, 2018 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of Class A-3a Notes Principal Amount the Company, in whole upon the occurrence of Class A-3b Notes Mxxxxxx Lynchcertain tax events, Pierceor in whole or in part at a make whole amount, Fxxxxx each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: May 23, 2017, 10:00 A.M., at the offices of Cravath, Swaine & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size termsXxxxxx, dated September 17Xxx Xxxx, 2007 as filed Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ NameHEWLETT-PACKARD COMPANY By: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: /s/ Xxxx XxXxxxxx Senior Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX DEUTSCHE BANK SECURITIES INC. By:____/s/ Jxxx Cho____________________ By: /s/ Marc Fratepietro Name: Jxxx Xxx Marc Fratepietro Title: Managing Director on behalf of By: /s/ Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title: Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director RBS SECURITIES INC. By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Managing Director For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Debt Securities Floating Rate Global Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynchdue May 24, Pierce2013 Underwriting Agreement: Dated May 25, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx 2011 Registration Statement No.: 333-159366 Representatives: Deutsche Bank Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms00 Xxxx Xxxxxx Xxx Xxxx, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.XX 00000
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Mxxx Xxxxxxx Name: Dxxxx X. Xxxxxxxx Mxxx Xxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Assistant Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED GXXXXXX SXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director CO. LLC J.X. XXXXXX SECURITIES PLC MXXXXXX LXXXX INTERNATIONAL MIZUHO INTERNATIONAL PLC MUFG SECURITIES EMEA PLC THE TORONTO-DOMINION BANK BANCO BILBAO VIZCAYA ARGENTARIA, S.A. CANADIAN IMPERIAL BANK OF COMMERCE, LONDON BRANCH TRUIST SECURITIES, INC. By:____/s/ Jxxx Cho____________________ U.S. BANCORP INVESTMENTS, INC. WXXXX FARGO SECURITIES INTERNATIONAL LIMITED ACADEMY SECURITIES, INC. INDEPENDENCE POINT SECURITIES LLC PENSERRA SECURITIES LLC By: BARCLAYS BANK PLC By: /s/ Jxxxxx Xxxxxxx Name: Jxxx Xxx Jxxxxx Xxxxxxx Title: Authorised Signatory By: CITIGROUP GLOBAL MARKETS LIMITED By: /s/ Axxxxx Xxxxxxxx Name: Axxxxx Xxxxxxxx Title: Delegated Signatory By: GXXXXXX SXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxxxxxx Name: Mxxxxxx Xxxxxxxxx Title: Managing Director on behalf By: J.X. XXXXXX SECURITIES PLC By: /s/ Rxxxxx Xxxxxxxx Name: Rxxxxx Xxxxxxxx Title: Executive Director By: MXXXXXX LXXXX INTERNATIONAL By: /s/ Axxxx X Xxxxxxxx Name: Axxxx X Xxxxxxxx Title: Managing Director By: MIZUHO INTERNATIONAL PLC By: /s/ Mxxxxx Xxxxxxx Name: Mxxxxx Xxxxxxx Title: Executive Director By: MUFG SECURITIES EMEA PLC By: /s/ Axxxx Xxxxxx Name: Axxxx Xxxxxx Title: Authorised Signatory By: THE TORONTO-DOMINION BANK By: /s/ Fxxxxxx Xxxxxx Name: Fxxxxxx Xxxxxx Title: Director, Transaction Advisory Group By: Banco Bilbao Vizcaya Argentaria, S.A. By: /s/ Vxxxxxx XX XXXXXX (DCM) Name: Vxxxxxx XX XXXXXX (DCM) Title: Director By: /s/ Sxxxxx de las Cxxxxxx Name: Sxxxxx de las Cxxxxxx Title: Managing Director By: Canadian Imperial Bank of themselves and as Representatives of the Underwriters Commerce, London Branch By: /s/ Axxxxx Xxxx Name: Axxxxx Xxxx Title: Managing Director By: Truist Securities, Inc. By: /s/ Jxxx Xxxxxxx Name: Jxxx Xxxxxxx Title: Managing Director By: U.S. Bancorp Investments, Inc. By: /s/ Kxxx Xxxxxxxxxx Name: Kxxx Xxxxxxxxxx Title: Managing Director By: Wxxxx Fargo Securities International Limited By: /s/ Dxxxx Xxxxx Name: Dxxxx Xxxxx Title: Managing Director By: Academy Securities, Inc. By: /s/ Mxxxxxx Xxxx Name: Mxxxxxx Xxxx Title: Chief Compliance Officer By: Independence Point Securities LLC By: /s/ Ixxxx Xxxxxx Name: Ixxxx Xxxxxx Title: Managing Director By: Penserra Securities LLC By: /s/ Jxxx Xxxxxxxx Name: Jxxx Xxxxxxxx Title: Managing Director SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated January 30, Pierce2023 Registration No. 333-262911 Representatives: Barclays Bank PLC 1 Xxxxxxxxx Xxxxx London E14 5HP, Fxxxxx United Kingdom Tel: +00 (0) 00 0000 0000 Attn: Debt Syndicate Email: LxxxXxxxxxxXxxxXxxxxxx@xxxxxxxxxxxx.xxx Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Fax No.: +00 00 0000 0000 Attention: Syndicate Desk Gxxxxxx Sxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 Co. LLC 200 Xxxx Xxxxxx New York, New York 10282-2198 Attention: Registration Department J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc plc 20 Xxxx Xxxxxx Canary Wharf London E14 5JP United Kingdom Email: exxx_xxxxxxxxx@xxxxxxxx.xxx Attention: Head of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your International Syndicate Mxxxxxx Lxxxx sales representativeInternational 2 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ United Kingdom Tel: +00 (0)00 0000 0000 Fax: +00 (0)00 0000 0000 Email: dxx_xxx@xxxx.xxx Attn: Syndicate Desk Mizuho International plc 30 Old Bxxxxx London, from Mxxxxxx LynchEC4M 7AU United Kingdom MUFG Securities EMEA plc Ropemaker Place 20 Xxxxxxxxx Xxxxxx London EC2Y 9AJ Attention: Legal – Primary Markets Email: lxxxx-xxxxxxxxxxxxxx@xxx.xx.xxxx.xx The Toronto-Dominion Bank 60 Xxxxxxxxxxxx Xxxxxx London EC2R 8AP United Kingdom Attention: (UK) Head of Syndicate & Origination Tel: +00 00 0000 0000 Email: TxxxxxxxxxxXxxxxxxxXxxxx@xxxxxxxxxxxx.xxx Title, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for Purchase Price and Description of Securities: Title: 3.375% Notes due 2027 (the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.“2027 Notes”)
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Rxxxxx Xxx Xxxx Name: Dxxxx X. Xxxxxxxx Rxxxxx Xxx Xxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX named in Schedule II to the foregoing Agreement. DEUTSCHE BANK SECURITIES INC. By:____/s/ Jxxx Cho____________________ GXXXXXX, SXXXX & CO. HSBC SECURITIES (USA) INC. UBS SECURITIES LLC By: HSBC SECURITIES (USA) INC. By: /s/ Dxxxx X. Xxxxx Name: Jxxx Xxx Dxxxx X. Xxxxx Title: Managing Director on behalf Senior Vice President SCHEDULE I Underwriting Agreement dated July 19, 2011 Registration No. 333-168333 Representatives: Deutsche Bank Securities Inc. Gxxxxxx, Sxxxx & Co. HSBC Securities (USA) Inc. UBS Securities LLC Title, Purchase Price and Description of themselves and as Representatives Securities: Title: 1.950% Notes due 2016 Principal amount: $2,000,000,000 Purchase price: 99.178% of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount principal amount of Class A-1 Notes Principal Amount plus accrued interest from July 22, 2011 Offering price: 99.428% of Class A-2a the principal amount of Notes Principal Amount plus accrued interest from July 22, 2011 Interest: Payable on January 22 and July 22, commencing on January 22, 2012. Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of Class A-2b Notes Principal Amount the Company, as described in the Final Prospectus. Closing Date, Time and Location: July 22, 2011, 10:00 A.M., at the offices of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchCravath, PierceSwaine & Mxxxx LLP, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Worldwide Plaza, 800 Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size termsXxxxxx, dated September 17Xxx Xxxx, 2007 as filed Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: XxXxxxxx Senior Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHXXXXXXX, PIERCEXXXXX & CO. By: /s/ Xxxxxxx, FXXXXX Sachs & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Co. (XXXXXXX, XXXXX & CO.) X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Gxxx Xxxxxx Xxxxxxx X. Xxxxxxx Title: Executive Director J.X. XXXXXX SECURITIES INCXXXXXXX & CO. By:____/s/ Jxxx Cho____________________ LLC By: /s/ Xxxx Seo Name: Jxxx Xxx Xxxx Seo Title: Managing Director on behalf of Vice President For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Debt Securities
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is no Underwriters are advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. The Company further acknowledges and agrees that it is aware that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Underwriters and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or CFSCagency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any claims it may have against the Underwriters or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Securities under this Agreement and agrees that the Underwriters or their affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the Underwriters’ obligations under this Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your the Company’s understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and the Company’s acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. XXXXXX MINING INC. By: /s/ Xxxxxx Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxx Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Senior Vice President and Chief Financial Officer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ CANTOR XXXXXXXXXX CANADA CORPORATION By: /s/ Xxxxxxxxxxx Xxxxx Name: Gxxx Xxxxxx Xxxxxxxxxxx Xxxxx Title: Director J.X. XXXXXX SECURITIES INCPresident and Chief Financial Officer [Signature page to XxXxxx Mining Inc. Underwriting Agreement] Acknowledged by CF US solely for the purpose of receiving the benefit of Section 20 of this Agreement. By:____/s/ Jxxx Cho____________________ CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx Xxxxxxxx Name: Jxxx Xxx Xxxxx Xxxxxxxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters Chief Executive Officer [Signature page to XxXxxx Mining Inc. Underwriting Agreement] SCHEDULE I Class A Note Underwriters Principal Amount Number of Class A-1 Notes Principal Amount Firm Shares to be Purchased Number of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchFirm Warrants to be Purchased Cantor Xxxxxxxxxx Canada Corporation 10,260,000 5,130,000 X.X. Xxxxxxxxxx & Co., Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx LLC 5,400,000 2,700,000 Xxxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital 1,260,000 630,000 Maison Placements Canada Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 1,080,000 540,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing 18,000,000 9,000,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Term Sheet filed as Prospectus Bond-size termsSupplement, dated September 1718, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-2017. SCHEDULE III PRICING INFORMATION Issue Price US$2.25 Underwriter Commission 5% Aggregate Number of Firm Shares (aggregate number of Option Shares) 18,000,000 (2,750,000) Aggregate Number of Firm Warrants (aggregate number of Option Warrants) Expected Closing Date 9,000,000 (1,350,000) September 22, 2017 EXHIBIT A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Selling Restrictions
Appears in 1 contract
Samples: McEwen Mining Inc.
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ NameHEWLETT-PACKARD COMPANY By: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ [ ] By: Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ [ ] By: Name: Jxxx Xxx Title: Managing Director on behalf of For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Debt Securities SCHEDULE II [ ]% Global Notes due [ ] Underwriter Amount to be Purchased [ ] $ [ ] [ ] $ [ ] [ ] $ [ ] [ ] $ [ ] TOTAL $ [ ] SCHEDULE III Schedule of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus Prospectuses included in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use Disclosure Package SCHEDULE IV Form of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Final Term Sheets SCHEDULE V Offering Restrictions
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Xxxxxx Xxx Xxxx Name: Dxxxx X. Xxxxxxxx Xxxxxx Xxx Xxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX named in Schedule II to the foregoing Agreement. CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. By:____/s/ Jxxx Cho____________________ X.X. XXXXXX SECURITIES LLC XXXXX FARGO SECURITIES, LLC By: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxx Xxxxxxxx Name: Jxxx Xxxxx Xxxxxxxx Title: Director/CMTS North America By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated May 9, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 2011 Registration No. 333-168333 Representatives: Citigroup Global Markets Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC Title, Purchase Price and Description of Securities: Title: 1.250% Notes due 2014 Principal amount: $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms1,000,000,000 Purchase price: 99.756% of the principal amount of Notes plus accrued interest from May 12, dated September 172011 Offering price: 99.906% of the principal amount of Notes plus accrued interest from May 12, 2007 2011 Interest: Payable on May 12 and November 12, commencing on November 12, 2011. Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of the Company, as filed described in the Final Prospectus. Closing Date, Time and Location: May 12, 2011, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx By: /s/ Sxxxx X. Xxxxxxxx ______________ Name: Dxxxx Sxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director named in Schedule II to the foregoing Agreement. BNP PARIBAS SECURITIES CORP. J.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, LLC SANTANDER INVESTMENT SECURITIES INC. By:____/s/ Jxxx Cho____________________ WXXXX FARGO SECURITIES, LLC By: BNP PARIBAS SECURITIES CORP. By: /s/ B. Xxxxxxxx Axxxxxxx Name: Jxxx Xxx B. Xxxxxxxx Axxxxxxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters By: J.X. XXXXXX SECURITIES LLC By: /s/ Som Bxxxxxxxxxxxx Name: Som Bxxxxxxxxxxxx Title: Executive Director By: RBC CAPITAL MARKETS, LLC By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Authorized Signatory By: SANTANDER INVESTMENT SECURITIES INC. By: /s/ Vxxxxx Xxxxxx Name: Vxxxxx Xxxxxx Title: Vice President By: /s/ Dxxxxx Xxxxxxxx Name: Dxxxxx Xxxxxxxx Title: Executive Director By: WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated July 20, Pierce2022 Registration No. 333-262911 Representatives: BNP Paribas Securities Corp. 700 0xx Xxxxxx, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 Xxxxx 0 New York, New York 10019 Attention: Debt Syndicate Email: DX.XX.Xxxxxxxxx.Xxxxxxx@xx.xxxxxxxxxx.xxx J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Attention: Investment Grade Syndicate Desk Fax: (000) 000-0000 RBC Capital Markets, LLC 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 Fax: (000) 000-0000 Email: rxxxxxxxxxxxxxxxxxxxxxxxxx@xxxxx.xxx Attention: Syndicate Operations Santander Investment Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms40 Xxxx 00xx Xxxxxx, dated September 175th Floor New York, 2007 as filed pursuant to Rule 433 under the Securities ActNew York 10022 Fax: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1200-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative0000 Email: DXXXxxxxxxx@xxxxxxxxx.xx Attention: Debt Capital Markets Wxxxx Fargo Securities, from Mxxxxxx LynchLLC 500 Xxxxx Xxxxx Xxxxxx, Pierce5th Floor Charlotte, Fxxxxx & Sxxxx IncorporatedNorth Carolina 28202 Attention: Transaction Management Email: txxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx Title, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for Purchase Price and Description of Securities: Title: 4.000% Notes due 2025 (the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.“2025 Notes”)
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Borrower acknowledges and CFSC acknowledge agrees that (i) the advance of the Loan by the Lender pursuant to this Master Loan Agreement is an arm’s-length commercial transaction between the Borrower and agree that each Underwriter the Lender, (ii) in connection therewith and with the financing discussions, undertakings and procedures leading up to the consummation of such transaction, the Lender is and has been acting solely as a principal and is not acting as the agent or fiduciary of or in any way advising the capacity Borrower, (iii) neither Lender nor Authority has assumed an advisory or fiduciary responsibility in favor of an arm’s length contractual counterparty to the Depositor and CFSC Borrower with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions financing contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Lender has provided other matters relating services or is currently providing other services to such transactions will be performed solely for the benefit Borrower on other matters) and neither Lender nor Authority has any obligation to the Borrower with respect to the financing contemplated hereby except the obligations expressly set forth in this Master Loan Agreement and (iv) the Borrower has consulted its own legal, financial and other advisors to the extent it has deemed appropriate. EXHIBIT A AGGREGATE PRINCIPAL AMOUNT OF THE LOAN OUTSTANDING Date Draw Request No. Amount ($) of the Underwriters Draw (Request) Aggregate Amount of Loan Outstanding TOTAL $ EXHIBIT B FORM OF INITIAL DRAW REQUEST DRAW REQUEST NO. 1 PURSUANT TO MASTER LOAN AGREEMENT (SERIES B) by and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreementamong First Republic Bank, kindly sign as Lender and return to us the enclosed duplicate hereofCalifornia Enterprise Development Authority, whereupon it will become a binding agreement among the Depositoras Authority and Menlo School, CFSC and the several Underwriters in accordance with the terms of this Class A Note Underwriting Agreement. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as Borrower Dated as of the date first written above. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed [Closing Date] THIS DRAW REQUEST (this “Draw Request”) is made pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt Master Loan Agreement identified above ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for “Master Loan Agreement”). Defined terms used but not otherwise defined herein shall have the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating meaning set forth in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregardedMaster Loan Agreement.
Appears in 1 contract
Samples: Master Loan Agreement
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx HEWLETT-PACKARD COMPANY By: /s/Xxxxxxx X. Xxxxxxxx ______________ Name: Dxxxx Xxxxxxx Xxxxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Xxxxxxx Acting General Counsel, Vice The foregoing Class A Underwriting Agreement is hereby President and Assistant Secretary confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ CITIGROUP GLOBAL MARKETS INC. By: /s/ XXXXX XXXXXXXXX Name: Gxxx Xxxxxx Xxxxx Xxxxxxxxx Title: Director J.X. DEUTSCHE BANK SECURITIES INC. By: /s/ XXX XXXXXXXXXXX Name: Xxx Xxxxxxxxxxx Title: Managing Director By: /s/ NIGEL X.X. XXXX Name: Nigel X.X. Xxxx Title: Managing Director/Debt Syndicate X.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ By: /s/ XXXXXX XXXXXXXXX Name: Jxxx Xxx Xxxxxx Xxxxxxxxx Title: Managing Director on behalf of Vice President For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 DEBT SECURITIES Floating Rate Global Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynchdue March 1, Pierce2012 Underwriting Agreement: Dated February 22, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 2007 Registration Statement No.: 333-134327 Representatives: Citigroup Global Markets Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities Inc. Title of Securities: Floating Rate Global Notes due March 1, 2012 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $11,250,000 600 million Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.11% per annum. Purchase Price: $5,625,000 996.50 per $9,450,000 1,000 Note Offering Price: $10,053,750 1,000 per $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms1,000 Note Interest Payment Dates: Quarterly; March 1, dated June 1, September 171, and December 1 of each year, commencing June 1, 2007 as filed pursuant (subject to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregardedmodified following business day convention).
Appears in 1 contract
Arm’s Length Transaction. The Depositor Each of the Issuer and CFSC acknowledge the Company acknowledges and agree agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer and the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Issuer or the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to Issuer or the Depositor and CFSC Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer or the Company on other matters) or any other obligation to the Issuer or the Company except the obligations expressly set forth in this Agreement and (iv) it has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of the Notes contemplated hereby (including Issuer and the Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer or the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Mxxxxx Xxxxxxxxx Name: Dxxxx X. Xxxxxxxx Mxxxxx Xxxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Vice President IBM INTERNATIONAL GROUP CAPITAL LLC By: /s/ Mxxxxx Xxxxxxxxx Name: Dxxxx X. Xxxxxxxx Mxxxxx Xxxxxxxxx Title: Member of the Board of Managers and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCH, PIERCE, FXXXXX MXXXXX SXXXXXX & SXXXX CO. INCORPORATED By:_____/s/ Gxxx Petrie___________________ By: /s/ Yxxxx Xxxx Name: Gxxx Xxxxxx Yxxxx Xxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of Vice President For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Scheduled II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Underwriting Agreement dated August 8, 2007 Registration No. 300-000000-00 Representatives: Deutsche Bank Securities Inc., J.X.Xxxxxx Securities Inc., Lxxxxx Brothers Inc., Mxxxxxx Lynch, PiercePxxxxx, Fxxxxx & Sxxxx Incorporated and Mxxxxx Sxxxxxx & Co. Incorporated Title, Purchase Price and Description of Securities: Title: Floating Rate Notes due 2009 Principal amount: $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc 2,600,000,000 Purchase price: 99.92% of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17the principal amount of Notes plus accrued interest from August 13, 2007 as filed pursuant to Rule 433 under the Securities ActOffering price: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17principal amount of Notes plus accrued interest from August 13, 2007 as filed pursuant to Rule 433 under the Securities ActInterest: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADSPayable on February 13, May 13, August 13 and November 13 of each year, commencing on November 13, 2007 Sinking fund provisions: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregardedNone.
Appears in 1 contract
Samples: International Business Machines Corp
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx By: /s/ Xxxxxxx X. Xxxxxxxx ______________ Xxxxxx III Name: Dxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx III Title: Vice President and Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer IBM Debt Offering The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CREDIT SUISSE SECURITIES (EUROPE) LIMITED DEUTSCHE BANK AG, LONDON BRANCH THE ROYAL BANK OF SCOTLAND PLC By: BARCLAYS BANK PLC By: /s/ Xxxxxxxx Xxxxxxx Name: Gxxx Xxxxxx Xxxxxxxx Xxxxxxx Title: Director J.X. XXXXXX Authorised Attorney By: CREDIT SUISSE SECURITIES INC. By:____/s/ Jxxx Cho____________________ (EUROPE) LIMITED By: /s/ Xxxxx X. Xxxxx Name: Jxxx Xxx Xxxxx X. Xxxxx Title: Managing Director on behalf By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director BY: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director By: /s/ Sibel Karantay Name: Sibel Karantay Title: Director THE ROYAL BANK OF SCOTLAND PLC By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Authorised Signatory BANCO SANTANDER, S.A. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Director By: /s/ Xxxxxx Broecheler Name: Xxxxxx Broecheler Title: Executive Director BANCA IMI S.P.A By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Head of themselves DCM SCHEDULE I Underwriting Agreement dated November 19, 2014 Registration No. 333-190160 Representatives: Barclays Bank PLC 5 Xxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX Tel: +00(0)00 0000 0000 Fax: +00(0)00 0000 0000 Attn: Debt Syndicate Credit Suisse Securities (Europe) Limited One Xxxxx Xxxxxx Xxxxxx X00 0XX Tel: 0(00) 0000 0000 Fax: 0(00) 0000 0000 Deutsche Bank AG, London Branch Winchester House 0 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Fax Number: +00 (000) 000 0000 Attn: Syndicate Desk The Royal Bank of Scotland plc 000 Xxxxxxxxxxx Xxxxxx XX0X 0XX Tel: +00 00 0000 0000 Fax: +00 00 0000 0000 Attn: New Issues, Syndicate Desk Title, Purchase Price and as Representatives Description of Securities: Title: 1.250% Notes due 2023 Principal amount: €1,000,000,000 Purchase price: 99.453% of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount principal amount of Class A-1 Notes Principal Amount the Securities plus accrued interest from and including November 26, 2014 Offering price: 99.778% of Class A-2a Notes Principal Amount the principal amount of Class A-2b Notes Principal Amount the Securities plus accrued interest from and including November 26, 2014 Interest: Payable on May 26 of Class A-3a Notes Principal Amount each year, commencing on May 26, 2015 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of Class A-3b Notes Mxxxxxx Lynchthe Company, Piercein whole upon the occurrence of certain tax events, Fxxxxx or in whole or in part at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: November 26, 2014, 10:00 A.M., at the offices of Cravath, Swaine & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxx LLP, Xxxxxxxxx Xxxxx, 000 Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size termsXxxxxx, dated September 17Xxx Xxxx, 2007 as filed Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Rxxxxx Del Bene Name: Dxxxx X. Xxxxxxxx Rxxxxx Del Bene Title: Vice President and Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer IBM Debt Offering The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC DEUTSCHE BANK AG, LONDON BXXXXX XXXXXXX LXXXX INTERNATIONAL MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC STANDARD CHARTERED BANK By: BARCLAYS BANK PLC By: /s/ Lxxxxx Xxxxx Name: Gxxx Xxxxxx Lxxxxx Xxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Authorized Attorney By: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Sxxxxxxxx Xxxxxxx Name: Sxxxxxxxx Xxxxxxx Title: Senior Counsel By: /s/ Rxxxxx Xxxxxxxx Name: Rxxxxx Xxxxxxxx Title: Legal Counsel MXXXXXX LXXXX INTERNATIONAL By: /s/ Jxxx Cho____________________ Xxxxxxxx Name: Jxxx Xxx Xxxxxxxx Title: Managing Director on behalf MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC By: /s/ An-cxx Xxxx-Xxxxxx Name: An-cxx Xxxx-Xxxxxx Title: Authorized Signatory STANDARD CHARTERED BANK By: /s/ Pxxxxxxxx Xxxxxxxxxx Name: Pxxxxxxxx Xxxxxxxxxx Title: Global Lead, CM-FIG SCHEDULE I Underwriting Agreement dated November 14, 2013 Registration No. 333-190160 Representatives: Barclays Bank PLC 700 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Deutsche Bank AG, London Branch Winchester House 1 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Fax Number: +00 (000) 000 0000 Attn: Syndicate Desk Mxxxxxx Lxxxx International 2 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Title, Purchase Price and Description of themselves and as Representatives Securities: Title: 2.750% Notes due 2020 Principal amount: £750,000,000 Purchase price: 99.583% of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount principal amount of Class A-1 the Notes Principal Amount plus accrued interest from November 21, 2013 Offering price: 99.883% of Class A-2a the principal amount of the Notes Principal Amount plus accrued interest from November 21, 2013 Interest: Payable on December 21 of Class A-2b each year, commencing on December 21, 2014 Sinking fund provisions: None. Redemption provisions: The Notes Principal Amount of Class A-3a Notes Principal Amount each series are redeemable at the option of Class A-3b Notes Mxxxxxx Lynchthe Company, Piercein whole upon the occurrence of certain tax events, Fxxxxx or in whole or in part at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: November 21, 2013, 10:00 A.M., at the offices of Cravath, Swaine & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Mxxxx LLP, Wxxxxxxxx Xxxxx, 000 Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size termsXxxxxx, dated September 17Xxx Xxxx, 2007 as filed Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Xxxxxx Xxx Xxxx Name: Dxxxx X. Xxxxxxxx Xxxxxx Xxx Xxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX named in Schedule II to the foregoing Agreement. BNP PARIBAS SECURITIES CORP. XXXXXXX XXXXX, XXXXXX, XXXXXX & SXXXX XXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX RBS SECURITIES INC. By:____/s/ Jxxx Cho____________________ XXXXX FARGO SECURITIES, LLC By: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxxxx Name: Jxxx Xxx Xxxxxx Xxxxxxxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Underwriting Agreement dated May 2, 2013 Registration No. 333-168333 Representatives: BNP Paribas Securities Corp. Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx RBS Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc Xxxxx Fargo Securities, LLC Title, Purchase Price and Description of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities ActSecurities: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADSTitle: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*1000.450% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Notes due 2016
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Rxxxxx Xxx Xxxx Name: Dxxxx X. Xxxxxxxx Rxxxxx Xxx Xxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX named in Schedule II to the foregoing Agreement. BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. By:____/s/ Jxxx Cho____________________ UBS SECURITIES LLC. By: DEUTSCHE BANK SECURITIES INC. By: /s/Jxxxx Xxxxxxxx Name: Jxxx Xxx Jxxxx Xxxxxxxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters By: /s/ Exxxxx Xxxx Name: Exxxxx Xxxx Title: Director SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated July 25, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx 2012 Registration No. 333-168333 Representatives: BNP Paribas Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Corp. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. UBS Securities LLC Title, Purchase Price and Description of Securities: Title: 1.875% Notes due 2022 Principal amount: $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms1,000,000,000 Purchase price: 97.998% of the principal amount of Notes plus accrued interest from July 30, dated September 172012 Offering price: 98.398% of the principal amount of Notes plus accrued interest from July 30, 2007 2012 Interest: Payable on February 1 and August 1, commencing on February 1, 2013. Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of the Company, as filed described in the Final Prospectus. Closing Date, Time and Location: July 30, 2012, 10:00 A.M., at the offices of Cravath, Swaine & Mxxxx LLP, Worldwide Plaza, 800 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Rxxxxx Xxx Xxxx Name: Dxxxx X. Xxxxxxxx Rxxxxx Xxx Xxxx Title: Vice President and Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer IBM Debt Offering The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX named in Schedule II to the foregoing Agreement. DEUTSCHE BANK AG, LONDON BRANCH GXXXXXX, SXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ CO. SOCIÉTÉ GÉNÉRALE UNICREDIT BANK AG BANCA IMI S.P.A. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. LLOYDS BANK PLC SANTANDER INVESTMENT SECURITIES INC. By: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Axxxxxxx Xxxxxxx Name: Gxxx Axxxxxxx Xxxxxxx Title: Legal Counsel By: /s/ Rxxxxx Xxxxxxxx Name: Rxxxxx Xxxxxxxx Title: Legal Counsel By: GXXXXXX, SXXXX & CO. By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Vice President By: SOCIÉTÉ GÉNÉRALE By: /s/ Fxxxx Xxxxxx Name: Fxxxx Xxxxxx Title: Global Co-Head of DCM Corporate Origination By: UNICREDIT BANK AG By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Director By: /s/ Mxxxxxxx Xxxx Name: Mxxxxxxx Xxxx Title: Associate Director By: BANCA IMI S.P.A. By: /s/ Pxxxxxxx Xxxxxxxxx Name: Pxxxxxxx Xxxxxxxxx Title: Head of Debt Capital Markets By: BANCO BILBAO VIZCAYA ARGENTARIA, S.A. By: /s/ Gxxxxxxxx Xxxxxx Name: Gxxxxxxxx Xxxxxx Title: Executive Director By: /s/ Rxxxxxx Xxxxxxx Name: Rxxxxxx Xxxxxxx Title: Managing Director By: LLOYDS BANK PLC By: /s/ Rxxxxx Xxxxxx Name: Rxxxxx Xxxxxx Title: Director J.X. XXXXXX DCM By: SANTANDER INVESTMENT SECURITIES INC. By:____/s/ Jxxx Cho____________________ By: /s/ Lxxx Xxxxxxx Name: Jxxx Xxx Lxxx Xxxxxxx Title: Managing Director on behalf By: /s/ Jxxxxx Xxxxx Name: Jxxxxx Xxxxx Title: Senior Vice President SCHEDULE I Underwriting Agreement dated October 31, 2013 Registration No. 333-190160 Representatives: Deutsche Bank AG, London Branch Winchester House 1 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Fax Number: +00 (000) 000 0000 Attn: Syndicate Desk Gxxxxxx, Sxxxx & Co. 200 Xxxx Xx. Xxx Xxxx, XX 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attn: Registration Department Société Générale 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Syndicate Desk GLFI/SYN/CAP/BND UniCredit Bank AG Axxxxxxxxxxxxxxx 00 00000 Xxxxxx, Xxxxxxx Title, Purchase Price and Description of themselves and as Representatives Securities: Title: 1.875% Notes due 2020 2.875% Notes due 2025 Principal amount: 2020 Notes: €1,500,000,000 2025 Notes: €1,000,000,000 Purchase price: 2020 Notes: 99.291% of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount principal amount of Class A-1 the Notes Principal Amount plus accrued interest from November 7, 2013 2025 Notes: 99.505% of Class A-2a the principal amount of the Notes Principal Amount plus accrued interest from November 7, 2013 Offering price: 2020 Notes: 99.591% of Class A-2b the principal amount of the Notes Principal Amount plus accrued interest from November 7, 2013 2025 Notes: 99.930% of Class A-3a the principal amount of the Notes Principal Amount plus accrued interest from November 7, 2013 Interest: 2020 Notes: Payable on November 6 of Class A-3b each year, commencing on November 6, 2014 2025 Notes: Payable on November 7 of each year, commencing on November 7, 2014 Sinking fund provisions: None. Redemption provisions: The Notes Mxxxxxx Lynchof each series are redeemable at the option of the Company, Piercein whole upon the occurrence of certain tax events, Fxxxxx or in whole or in part at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: November 7, 2013, 10:00 A.M., at the offices of Cravath, Swaine & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Mxxxx LLP, Worldwide Plaza, 800 Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size termsXxxxxx, dated September 17Xxx Xxxx, 2007 as filed Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby Offering (including in connection with determining the terms of the offeringOffering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is no Underwriters are advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. The Company further acknowledges and agrees that it is aware that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Underwriters and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or CFSCagency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any claims it may have against the Underwriters or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Shares under this Agreement and agrees that the Underwriters or their affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the Underwriters’ obligations under this Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your the Company’s understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and the Company’s acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ XXXXXX MINING INC. By: /s/ “Xxxxxx Xxxxxxxx” Name: Dxxxx X. Xxxxxx Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Chief Financial Officer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ CANTOR XXXXXXXXXX CANADA CORPORATION By: /s/ “Xxxxxxxxxxx Xxxxx” Name: Gxxx Xxxxxx Xxxxxxxxxxx Xxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters President & Chief Financial Officer [Signature page to XxXxxx Mining Inc. Underwriting Agreement] SCHEDULE I Class A Note Underwriters Principal Amount Number of Class A-1 Notes Principal Amount Shares to be Purchased Cantor Xxxxxxxxxx Canada Corporation 3,000,000 BMO Xxxxxxx Xxxxx Inc. 400,000 X.X. Xxxxxxxxxx & Co. LLC 400,000 GMP Securities L.P. 200,000 Total 4,000,000 EXHIBIT B Form of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchLock-Up Agreement Lock-Up Agreement December [·], Pierce2017 Cantor Xxxxxxxxxx Canada Corporation 000 Xxxxxxxxxx Xxxxxx, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, 0000 Xxxxxxx, Xxxxxxx X0X 0X00X0 Ladies and Gentlemen: This agreement (“Lock-Up Agreement”) is being delivered to you in connection with the underwriting agreement (the “Underwriting Agreement”) entered into by XxXxxx Mining Inc., a Colorado corporation (the “Company”), and you with respect to the offering (the “Offering”) of common stock, no par value per share, of the Company (the “Common Stock”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Underwriting Agreement. The execution and delivery by the undersigned of this Lock-Up Agreement is a condition to the closing of the Offering. In consideration of the closing of the Offering and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the underwriting agreement relating to the Offering, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation (i) offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of (including, without limitation, by making any short sale, engage in any hedging, monetization or derivative transaction) or file (or participate in the filing of) a registration statement, prospectus or other Canadian securities offering document, with the U.S. Securities and Exchange Commission or any Canadian Regulator (the “Commissions”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commissions promulgated thereunder with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock disposed of as bona fide gifts, (b) transactions by the undersigned relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, (c) entry into written trading plans for the sale or other disposition by the undersigned of Common Stock for purposes of complying with Rule 10b5-1 of the Exchange Act (“10b5-1 Plans”), provided that no sales or other distributions pursuant to such newly established 10b5-1 Plan may occur until the expiration of the Lock-Up Period, (d) sale of shares of Common Stock pursuant to 10b5-1 Plans existing as of the date of the Underwriting Agreement, (e) transfers by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a result of testate, intestate succession or bona fide estate planning, (f) transfers by the undersigned to a trust, partnership, limited liability company or other entity, the majority of the beneficial interests of which are held, directly or indirectly, by the undersigned, (g) distributions by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners or stockholders of the undersigned and (h) the exercise of an option or warrant or the conversion of a security outstanding on the date of this Lock-up Agreement by the undersigned pursuant to the Company’s stock option and stock purchase plans; provided that in the case of any such permitted transfer or distribution pursuant to clause (a), (e), (f) or (g), each transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this Lock-Up Agreement. The undersigned further agrees that during the Lock-Up Period, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation, make any demand for, or exercise any right with respect to, the registration (or equivalent) of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement. This communication is intended for Lock-Up Agreement constitutes the sole use entire agreement and understanding between and among the parties with respect to the subject matter of this Lock-Up Agreement and supersedes any prior agreement, representation or understanding with respect to such subject matter. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not Province of Ontario applicable to this message, contracts made and should be disregardedperformed within the Province of Ontario. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant * * * If (a) the Company notifies you in writing that it does not intend to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) proceed with the SEC Offering, or (b) for any reason the offering Underwriting Agreement shall be terminated prior to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating “time of purchase” (as defined in the offering will arrange to send you Underwriting Agreement), this Lock-Up Agreement shall be terminated and the prospectus if you request it by calling the toll-free number at 1-000-000-0000undersigned shall be released from its obligations hereunder. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx EXHIBIT C Subsidiaries 10393444 Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Inc. Lexam VG Gold Inc. Pangea Resources Inc. Compania Minera Pangea S.A. de C.V Nevada Pacific Gold (US) Inc. NPG US LLC Ticup LLC XxXxxx Mining Nevada Inc. Golden Pick LLC WKGUS LLC XxXxxx Mining Alberta ULC XxXxxx Mining Minera Andes Acquisition Corp Minera Andes Inc. International Copper ULC International Copper Mining Inc. Los Azules Mining Inc. San Xxxx Copper Inc. Andes Corporation Minera SRL Minera Andes Mining Inc. Minera Andes Santa Xxxx Inc. Latin America Exploration Inc. Minera Andes XX Xxxxxx Santa Xxxx XX
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Rxxxxx Xxx Xxxx Name: Dxxxx X. Xxxxxxxx Rxxxxx Xxx Xxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. HSBC SECURITIES (USA) INC. J.X. XXXXXX SECURITIES LLC RBS SECURITIES INC. By:____/s/ Jxxx Cho____________________ By: HSBC SECURITIES (USA) INC By: /s/ Exxx X. Xxxx Name: Jxxx Xxx Exxx X. Xxxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters Vice President SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated May 8, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 2012 Registration No. 333-168333 Representatives: Barclays Capital Inc. HSBC Securities (USA) Inc. J.X. Xxxxxx Securities LLC RBS Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc Title, Purchase Price and Description of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Securities:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Corporation acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Corporation with respect to the offering of the Notes Offering contemplated hereby (including in connection with determining the terms of the offeringOffering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Corporation or any other person. Additionally, neither the Representatives nor any other Underwriter is no Underwriters are advising the Depositor, CFSC Corporation or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Corporation shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Corporation with respect thereto. Any review by the Underwriters of the Depositor, CFSCCorporation, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Corporation. The Corporation further acknowledges and agrees that it is aware that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Corporation and the Underwriters and their affiliates have no obligation to disclose such interests and transactions to the Corporation by virtue of any fiduciary, advisory or CFSCagency relationship or otherwise. The Corporation hereby waives, to the fullest extent permitted by law, any claims it may have against the Underwriters or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Securities under this Agreement and agrees that the Underwriters or their affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Corporation, employees or creditors of Corporation, other than in respect of the Underwriters’ obligations under this Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Corporation and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your the Corporation’s understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this Agreement and the Corporation’s acceptance shall represent a binding agreement among between the Depositor, CFSC Corporation and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx AUGUSTA GOLD CORP. By: /s/ Xxxxxx X. Xxxxxxxx ______________ Xxxxxx Name: Dxxxx Xxxxxx X. Xxxxxxxx Xxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Chief Executive Officer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ EIGHT CAPITAL By: /s/ Xxxx Xxxxxxxxxx Name: Gxxx Xxxxxx Xxxx Xxxxxxxxxx Title: Principal, Managing Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ NATIONAL BANK FINANCIAL By: /s/ Xxxxx Xxxxxx Name: Jxxx Xxx Xxxxx Xxxxxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters & Head TD SECURITIES INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director [Signature page to Augusta Gold Corp. Underwriting Agreement] SCHEDULE I Class A Note Underwriters Principal Amount Number of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Units to be Purchased Eight Capital 4,093,568 National Bank Financial 877,193 TD Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 877,193 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.5,847,954 EXHIBIT A
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Xxxxxx Xxxxxxxxx Name: Dxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer UNDERWRITING AGREEMENT The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX named in Schedule II to the foregoing Agreement. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. XXXXXX XXXXXXX & SXXXX CO. INCORPORATED By:_____/s/ Gxxx Petrie___________________ By: HSBC SECURITIES (USA) INC. /s/ Xxxxx X. Xxxxx Name: Gxxx Xxxxxx Xxxxx X. Xxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters Senior Vice President INTERNATIONAL BUSINESS MACHINES CORPORATION UNDERWRITING AGREEMENT SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated November 3, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 2009 Registration No. 333-145104 Representatives: Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Xxxxxx Xxxxxxx & Co. Incorporated Title, Purchase Price and Description of Securities: Title: 2.100% Notes due 2013 Floating Rate Notes due 2011 Principal amount: 2013 Notes - $11,250,000 1,250,000,000 Floating Rate Notes - $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act750,000,000 Purchase price: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*1002013 Notes - 99.759% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legendsprincipal amount of 2013 Notes plus accrued interest from November 6, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*1002009 Floating Rate Notes - 99.900% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by usprincipal amount of Floating Rate Notes plus accrued interest from November 6, 2009 Offering price: 2013 Notes - 99.919% of the principal amount of 2013 Notes plus accrued interest from November 6, 2009 Floating Rate Notes - 100.000% of the principal amount of Floating Rate Notes plus accrued interest from November 6, 2009 Interest: 2013 Notes Payable on May 6 and November 6 of each year, commencing on May 6, 2010. Any legendsFloating Rate Notes - Payable on February 4, disclaimers or notices that appear below were automatically generatedMay 4, are not applicable to this messageAugust 4 and November 4 of each year, and should be disregardedcommencing February 4, 2010. Sinking fund provisions: None.
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: XxXxxxxx Senior Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX BNP PARIBAS SECURITIES CORP. By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director Head of Debt Capital Markets CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director HSBC SECURITIES (USA) INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ By: /s/ Xxxxx Xxxxxxx Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Xxxxx Xxxxxxx Title: Managing Director on behalf of For themselves and as Representatives of the Underwriters other severalUnderwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Debt Securities
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. This Agreement supersedes all prior agreements and understandings (whether written or CFSCoral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ ROYAL GOLD, INC. By: /s/ Txxx Xxxxxx Name: Dxxxx X. Xxxxxxxx Txxx Xxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer President and Chief Executive Officer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ NameBy: Gxxx Xxxxxx Title: Director J.X. XXXXXX /s/ Gxxxxxx Xxxxxxxx Authorized Signatory For itself and the other several Underwriters named in Schedule I to the foregoing Agreement. NUMBER OF UNDERWRITTEN SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes TO BE UNDERWRITERS PURCHASED Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx 850,000 HSBC Securities (USA) Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 150,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size 1,000,000 SI-1 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Issuer Free Writing Prospectus Bond-size termsProspectus, dated September 17November 5 2007. SII-1 EXHIBIT A [FORM OF LOCK-UP AGREEMENT] ROYAL GOLD, INC. PUBLIC OFFERING OF 7.25% MANDATORY CONVERTIBLE PREFERRED STOCK November 5, 2007 as filed pursuant Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 4 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters Ladies and Gentlemen: This letter is being delivered to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) you in connection with the SEC for proposed Underwriting Agreement (the “Underwriting Agreement”), between Royal Gold, Inc., a Delaware corporation (the “Company”), and you as Representative of a group of Underwriters named therein, relating to an underwritten public offering of 1,000,000 shares of 7.25% mandatory convertible preferred stock, par value $0.01 per share, of the Company convertible into common stock, par value $0.01 per share, of the Company. In order to which this communication relates. Before induce you invest, you should read and the prospectus in that registration statement and other documents Underwriters to enter into the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. AlternativelyUnderwriting Agreement, the issuerundersigned will not, any underwriter or any dealer participating in without the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A prior written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from consent of Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Centeroffer, FL 07sell, New York NY orcontract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the person undersigned), directly or entity to whom it is provided by us. Any legendsindirectly, disclaimers including the filing (or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under participation in the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mmfiling) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed of a registration statement (including a prospectus) with the SEC Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for the offering such capital stock, or publicly announce an intention to which this communication relates. Before you investeffect any such transaction, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX a period beginning on the SEC Web site at wxx.xxx.xxx. Alternativelydate hereof and continuing for 60 days after the date of the Underwriting Agreement (the “Lock-Up Period”), the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it other than (i) capital stock disposed of as bona fide gifts approved by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated; provided that the donee agrees in writing to be bound by the terms of this letter, 4 World Financial Center(ii) capital stock that, FL 07when aggregated with all other shares of capital stock disposed of by executive officers and directors of the Company during such period (not including sales falling under (iii)), New York NY ordoes not exceed 75,000 shares of capital stock, and (iii) capital stock in Canadaan aggregate amount of up to 14,500 shares per month that two of the Company’s directors, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxx and Sxxxxxx Xxxxxxx, Xxxxxxx X0X 0X0are permitted to sell under a written plan outstanding on the date hereof for trading securities adopted pursuant to Rule 10b5-1 under the Exchange Act. This communication is intended If for any reason the sole use of Underwriting Agreement shall be terminated prior to the person or entity to whom it is provided by usClosing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Any legendsYours very truly, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.[NAME AND ADDRESS]
Appears in 1 contract
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ HEWLETT-PACKARD COMPANY By: /s/ Xxxx XxXxxxxx Name: Dxxxx X. Xxxxxxxx Xxxx XxXxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Senior Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director By: /s/ Jacob Greenhart Name: Jacob Greenhart Title: Director GREENWICH CAPITAL MARKETS, INC. By: /s/ Xxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ By: /s/ Xxxx X. Xxxxxx Name: Gxxx Xxxx X. Xxxxxx Title: Director J.X. XXXXXX SECURITIES INCXXXXXXX & CO. By:____/s/ Jxxx Cho____________________ INCORPORATED By: /s/ Yurij Slyz Name: Jxxx Xxx Yurij Slyz Title: Managing Director on behalf of Vice President For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Debt Securities
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is no Underwriters are advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. This Agreement supersedes all prior agreements and understandings (whether written or CFSCoral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ PROSPECT GLOBAL RESOURCES INC. By: /s/ Xxxxx Xxxx . Name: Dxxxx X. Xxxxxxxx Xxxxx Xxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Chief Financial Officer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCHXXXXXXX XXXX & COMPANY, PIERCELLC By: /s/ Xxxxxx Xxxxxxxx Authorized Signatory XXXX CAPITAL PARTNERS, FXXXXX LLC By: /s/ Xxxxx X. Xxxxxxxx Authorized Signatory STERNE AGEE & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES XXXXX, INC. By:____/s/ Jxxx Cho____________________ NameBy: Jxxx Xxx Title/s/ Xxxxxx X. Xxxxx Authorized Signatory XXXXXXXXXX SECURITIES, INC. By: Managing Director on behalf of themselves and as Representatives of the Underwriters /s/ Xxxxxx Gaia Authorized Signatory GILFORD SECURITIES INCORPORATED By: /s/ Xxxxxx X. Xxxxxxx Authorized Signatory SCHEDULE I Class A Note Underwriters Principal Amount Number of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwritten Securities to be Purchased Xxxxxxx Xxxx & Company 5,005,000 XXXX Capital Partners, PierceLLC 4,235,000 Sterne Agee & Xxxxx, Fxxxxx & Sxxxx Inc. 3,696,000 Xxxxxxxxxx Securities, Inc. 2,310,000 Gilford Securities Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 154,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms15,400,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Pricing Term Sheet, dated September 17June 29, 2007 as filed pursuant to Rule 433 under 2012, in the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has form filed with the SEC for more complete information about the issuer and this offeringCommission. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use SCHEDULE III PRICING INFORMATION Issue Price $2.60 Underwriting Commission $0.182 (7.0% of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mmissue price) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement Aggregate Number of Shares (including a prospectusOption Shares) with the SEC for the offering to which this communication relates. Before you invest15,400,000 (17,710,000) Expected Closing Date July 5, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. 2012 EXHIBIT A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Selling Restrictions
Appears in 1 contract
Samples: Underwriting Agreement (Prospect Global Resources Inc.)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Mxxx Xxxxxxx Name: Dxxxx X. Xxxxxxxx Mxxx Xxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Assistant Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. GXXXXXX SXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director CO. LLC J.X. XXXXXX SECURITIES LLC MIZUHO SECURITIES USA LLC MUFG SECURITIES AMERICAS INC. By:____/s/ Jxxx Cho____________________ TD SECURITIES (USA) LLC By: BARCLAYS CAPITAL INC By: /s/ Mxxx Xxxxxx Name: Jxxx Xxx Mxxx Xxxxxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters By: BOFA SECURITIES, INC. By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director By: GXXXXXX SXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxxxxxx Name: Mxxxxxx Xxxxxxxxx Title: Managing Director By: J.X. XXXXXX SECURITIES LLC By: /s/ Som Bxxxxxxxxxxxx Name: Som Bxxxxxxxxxxxx Title: Executive Director By: MIZUHO SECURITIES USA LLC By: /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Managing Director By: MUFG SECURITIES AMERICAS INC. By: /s/ Rxxxxxx Xxxxx Name: Rxxxxxx Xxxxx Title: Managing Director By: TD SECURITIES (USA) LLC By: /s/ Lxxx Xxxxxxxx Name: Lxxx Xxxxxxxx Title: Director SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated January 30, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 2023 Registration No. 333-262911 Representatives: Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 700 Xxxxxxx Xxxxxx New York, New York 10019 Attn: Syndicate Registration Fax: 600-000-0000 BofA Securities, Inc. 100 Xxxx 00xx Xxxxxx, XX0-114-07-01 New York, New York 10036 Attention: High Grade Debt Capital Markets Transaction Management/Legal Fax: 200-000-0000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07300 Xxxxxxxxx Xxxxxx New York, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 10013 Fax: (000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx 0000 Attention: General Counsel Gxxxxxx Sxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07Co. LLC 200 Xxxx Xxxxxx New York, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx10282-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.2198 Attention: Registration Department
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: Name: Dxxxx Sxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: BARCLAYS CAPITAL INC. By: /s/ Mxxx Xxxxxx Name: Gxxx Mxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters By: BOFA SECURITIES, INC. By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director By: HSBC SECURITIES (USA) INC. By: /s/ Pxxxxxx Xxxxxxx Name: Pxxxxxx Xxxxxxx Title: Managing Director By: MIZUHO SECURITIES USA LLC By: /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. Xxxxx Title: Managing Director SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated February 2, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 2022 Registration No. 333-230099 Representatives: Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 700 Xxxxxxx Xxxxxx New York, NY 10019 Attn: Syndicate Registration Fax: 600-000-000 BofA Securities, Inc. 1000 Xxxxxxxx, XX0-540-26-02 New York, NY 10036 Attention: High Grade Debt Capital Markets Transaction Management/Legal Fax: 200-000-0000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond300 Xxxxxxxxx Xxxxxx New York, NY 10013 Attention: General Counsel Fax: 600-size terms000-0000 HSBC Securities (USA) Inc. 400 Xxxxx Xxxxxx New York, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities ActNY 10018 Attention: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADSTransaction Management Group Phone: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act0000 Fax: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative0000 Email: txx.xxxxxxxx@xx.xxxx.xxx Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, from Mxxxxxx LynchNY 10020 SMBC Nikko Securities America, PierceInc. 200 Xxxx Xxxxxx New York, Fxxxxx & Sxxxx IncorporatedNY 10172 Attention: Debt Capital Markets Toll Free: 1-000-000-0000 E-mail: pxxxxxxxxx@xxxxxxxxx-xx.xxx Title, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for Purchase Price and Description of Securities: Title: 2.200% Notes due 2027 (the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.“2027 Notes”)
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Xxxxxx Xxxxxxxxx Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX named in Schedule II to the foregoing Agreement. BNP PARIBAS HSBC BANK PLC XXXXXX XXXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ CO. INTERNATIONAL PLC UBS LIMITED By: BNP PARIBAS By: /s/ X. Xxxxx-Xxxxxx Name: Gxxx X. Xxxxx-Xxxxxx Title: Director J.X. XXXXXX SECURITIES INCAuthorized Attorney SCHEDULE I Underwriting Agreement dated October 30, 2008 Registration No. By:____/s/ Jxxx Cho____________________ Name333-145104 Representatives: Jxxx Xxx BNP Paribas 00 Xxxxxxxx Xxxxxx Xxxxxx XX00XX Attn: Fixed Income Syndicate Fax: + 00 (0) 00 0000 0000 HSBC Bank plc 0 Xxxxxx Xxxxxx Xxxxxx X00 0XX Tel: + 00 00 0000 0000 Fax: + 00 00 0000 0000 Email: xxxxxxxxxxx.xxxxxxxxxx@xxxxxx.xxx Attn: Transaction Management Group Xxxxxx Xxxxxxx & Co. Incorporated plc 00 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX Tel: 000 0000 0000 Fax: 000 0000 0000 Email: xxxxxxxxx@xxxxxxxxxxxxx.xxx Attn: Head of Transaction Management Group, Global Capital Markets UBS Limited 000 Xxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Tel: + 00 (0) 00 0000 0000 Fax: + 00 (0) 00 0000 0000 Attn: MTNs and Private Placements Title, Purchase Price and Description of Securities: Title: Managing Director 6.625% Notes due 2014 Principal amount: €750,000,000 Purchase price: 99.226% of the principal amount of the Notes plus accrued interest from November 6, 2008 Offering price: 99.476% of the principal amount of the Notes plus accrued interest from November 6, 2008 Interest: Payable on January 30 of each year, commencing on January 30, 2009. Sinking fund provisions: None. Redemption provisions: The Notes are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: November 6, 2008, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): As set forth in a schedule delivered on the date hereof on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesUnderwriters. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree that each [each] [the] Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, [neither the Representatives nor any other Underwriter] [the Underwriter is not] is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no [no] [the] Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect thereto. Any review by the Underwriters [Underwriters] [Underwriter] of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters [Underwriters] [Underwriter] and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Depositor, CFSC and the [several Underwriters Underwriters] [Underwriter] in accordance with the terms of this Class A [A] [B] Note Underwriting Agreement. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx By:______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written above. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director CATERPILLAR FINANCIAL SERVICES CORPORATION By:______________________________ Name: Title: The foregoing Class [A] [B] Underwriting Agreement is hereby confirmed and accepted as of the date first written above. ________________________________ By:________________________ Name: Title: [on behalf of themselves itself and as Representatives Representative of the Underwriters Several Underwriters] 27 SCHEDULE I Class A Note Underwriters 1 Underwriter Principal Amount of Class A-1 [A-1] Notes Principal Amount of Class A-2a [A-2] Notes Principal Amount of Class A-2b [A-3] [B] Notes Principal Amount of Class A-3a [A-4] [B] Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 . . . . . . . . . . . . . . . $ __________ $ __________ $ __________ $ __________ $ __________ $ __________ $ __________ $ __________ . . . . . . . . . . . . . . . $ __________ $ __________ $ __________ $ __________ . . . . . . . . . . . . . . . $ __________ $ __________ $ __________ $ __________ Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 $ $ $ $ ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Prospectus
Appears in 1 contract
Samples: Caterpillar Financial Funding Corp
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. Xxxxxxxx ______________ Name: Dxxxx XxXxxxxx Xxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: XxXxxxxx Senior Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ BANC OF AMERICA SECURITIES LLC By: /s/ Xxxx Xxxxx Name: Gxxx Xxxxxx Xxxx Xxxxx Title: Director J.X. XXXXXX Principal CREDIT SUISSE SECURITIES INC. By:____/s/ Jxxx Cho____________________ (USA) LLC By: /s/ Xxxxx X. Xxxxx Name: Jxxx Xxx Xxxxx X. Xxxxx Title: Managing Director on behalf of DEUTSCHE BANK SECURITIES INC. By: /s/ Ben-Zion Smilchensky Name: Ben-Zion Smilchensky Title: Managing Director By: /s/ R. Xxxxx Xxxxxxx Name: R. Xxxxx Xxxxxxx Title: Managing Director GREENWICH CAPITAL MARKETS, INC. By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Yurij Slyz Name: Yurij Slyz Title: Vice President For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Debt Securities Floating Rate Global Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynchdue February 24, Pierce2011 Underwriting Agreement: Dated February 23, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 2009 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 0 Xxxxxx Xxxx Xxx Xxxx, XX 00000 Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Deutsche Bank Securities Inc. 00 Xxxx Xx. Xxx Xxxx, XX 00000 Greenwich Capital Markets, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xx 00000 Xxxxxx Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. Mitsubishi UFJ Securities International plc Xxxxx Fargo Securities, LLC Title of Securities: Floating Rate Global Notes due February 24, 2011 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond275,000,000 Interest Rate: Floating rate equal to three-size termsmonth USD LIBOR plus 1.75% per annum. Purchase Price: 99.85% Offering Price: 100% Interest Payment Dates: Quarterly; February 24, dated September 17May 24, 2007 as filed pursuant August 24 and November 24 of each year, commencing May 2, 2009 (subject to Rule 433 under the Securities Actmodified following business day convention). Interest Reset Dates: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt Quarterly; February 24, May 24, August 24 and November 24 of each year, commencing May 24, 2009 ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with subject to the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregardedmodified following business day convention).
Appears in 1 contract
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. Xxxxxxxx ______________ Name: Dxxxx Xxxxxxxxxx Xxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Xxxxxxxxxx Senior Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX BNP PARIBAS SECURITIES CORP. By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director Head of Capital Markets XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ By: /s/ Xxxxxx Xxxxxxxx Name: Gxxx Xxxxxx Xxxxxxxx Title: Managing Director RBS SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Debt Securities Floating Rate Global Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx due January 14, 2019 Underwriting Agreement: Dated January 9, 2014 Registration Statement No.: 333-181669 Representatives: BNP Paribas Securities Corp. 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 RBS Securities, Inc. 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Joint Bookrunners: BNP Paribas Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Corp. Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx IncorporatedXxxxx Incorporated RBS Securities, 4 World Financial CenterInc. Xxxxx Fargo Securities, FL 07LLC Co-Managers: ANZ Securities, New York NY orInc. Barclays Capital Inc. BNY Mellon Capital markets, in CanadaLLC Citigroup Global Market Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Bank Securities Inc. X. X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, from Mxxxxxx Lxxxx Canada Inc.LLC Santander Investment Securities Inc. SG Americas Securities, 100 Xxx Xxxxxx-Xxxxx 000LLC Standard Chartered Bank Title of Securities: Floating Rate Global Notes due January 14, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use 2019 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of the person or entity Company from time to whom it is provided by ustime outstanding. Any legendsPrincipal Amount: $750,000,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.94% per annum. Purchase Price: 99.650% Offering Price: 100% Interest Payment Dates: Quarterly; January 14, disclaimers or notices that appear below were automatically generatedApril 14, are not applicable July 14 and October 14 of each year, commencing April 14, 2014 (subject to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregardedmodified following business day convention set forth below).
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter Xxxxxxxxxx is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter Xxxxxxxxxx is not advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter Xxxxxxxxxx shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters Xxxxxxxxxx of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Xxxxxxxxxx and shall not be on behalf of the Depositor Company. The Company further acknowledges and agrees that Xxxxxxxxxx and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Xxxxxxxxxx and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or CFSCagency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any claims it may have against Xxxxxxxxxx or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Securities in the Offering and agrees that Xxxxxxxxxx or their affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and Xxxxxxxxxx with respect to the subject matter hereof; provided, however, that, notwithstanding anything herein to the contrary, the Engagement Agreement, dated September 3, 2018 (“Engagement Agreement”), between the Company and U.S. Placement Agent, shall continue to be effective and the terms therein shall continue to survive and be enforceable by the U.S. Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement, the terms of the Engagement Agreement shall prevail. If the foregoing is in accordance with your the Company’s understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and the Company’s acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementXxxxxxxxxx. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ INTELGENX TECHNOLOGIES CORP. By: Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written above. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregardedabove written.
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Xxxxxx Xxxxxxxxx Name: Dxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX named in Schedule II to the foregoing Agreement. CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. XXXXXXX XXXXX, XXXXXX, XXXXXX & SXXXX XXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ XXXXXX XXXXXXX & CO. INCORPORATED By: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxxxxx Name: Gxxx Xxxxxx Xxxx Xxxxxxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ By: /s/ Xxxx X. XxXxxx Name: Jxxx Xxx Xxxx X. XxXxxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Underwriting Agreement dated December 6, 2010 Registration No. 333-168333 Representatives: Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. Incorporated Title, Purchase Price and Description of Securities: Title: 2.000% Notes due 2016 Principal amount: $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. 1,000,000,000 Purchase price: 99.428% of the principal amount of Notes plus accrued interest from December 9, 2010 Offering price: 99.678% of the principal amount of Notes plus accrued interest from December 9, 2010 Interest: Payable on January 5 and July 5 of each year, commencing on July 5, 2011. Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of the Company, as described in the Final Prospectus. Closing Date, Time and Location: December 9, 2010, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size termsXxxxxx, dated September 17Xxx Xxxx, 2007 as filed Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Agents are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby Offering (including in connection with determining the terms of the offeringOffering) and not as a financial advisor or a fiduciary to, or an agent Agents of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is Agents are not advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Agents shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters Agents of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Agents and shall not be on behalf of the Depositor Company. The Company further acknowledges and agrees that it is aware that the Agents and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agents and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or CFSCagency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any claims it may have against the Agents or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Shares under this Agreement and agrees that the Agents or their affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the Agents’ obligations under this Agreement. In the course of its business, the Agents and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, other participants in the Offering. In addition, at any given time the Agents and/or any of their affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in matters unrelated to the Offering. Consistent with applicable legal and regulatory requirements, the Agents have adopted policies and procedures to establish and maintain the independence of the Agents’ research departments and personnel. As a result, the Agents’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, the Offering and other participants in the Offering that differ from the views of the Agents’ investment banking personnel. The Agents may, at their option and expense, include the Company’s name and logo and a description of the Agents’ role in connection with the Offering in such newspapers, periodicals, annual reports and other public marketing materials as it may choose.This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Agents, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your the Company’s understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and the Company’s acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementAgents. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx XXXXXX MINING INC. By: /s/ Xxxxxx X. Xxxxxxxx ______________ XxXxxx Name: Dxxxx Xxxxxx X. Xxxxxxxx XxXxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Executive Chairman and Chief Owner The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CANTOR XXXXXXXXXX CANADA CORPORATION By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Compliance Officer XXXX CAPITAL PARTNERS, LLC By: /s/ X. Xxxxx Name: X. Xxxxx Title: Managing Director EXHIBIT A Form of Lock-Up Agreement Lock-Up Agreement December ____, 2023 Cantor Xxxxxxxxxx Canada Corporation 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Ladies and Gentlemen: This agreement (“Lock-Up Agreement”) is being delivered to you in connection with the agency agreement (the “Agency Agreement”) entered into by XxXxxx Mining Inc., a Colorado corporation (the “Company”), and you with respect to the offering (the “Offering”) of common stock, no par value per share, of the Company (the “Common Stock”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Agency Agreement. The execution and delivery by the undersigned of this Lock-Up Agreement is a condition to the closing of the Offering. In consideration of the closing of the Offering and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, April 15, 2024, the undersigned will not, without the prior written aboveconsent of Cantor Xxxxxxxxxx Canada Corporation (i) offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of (including, without limitation, by making any short sale, engage in any hedging, monetization or derivative transaction) or file (or participate in the filing of) a registration statement, prospectus or other Canadian securities offering document, with the U.S. Securities and Exchange Commission or any Canadian Regulator (the “Commissions”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commissions promulgated thereunder with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). MXXXXXX LYNCHThe foregoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock disposed of as bona fide gifts, PIERCE(b) transactions by the undersigned relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie(c) entry into written trading plans for the sale or other disposition by the undersigned of Common Stock for purposes of complying with Rule 10b5-1 of the Exchange Act (“10b5-1 Plans”), provided that no sales or other distributions pursuant to such newly established 10b5-1 Plan may occur until the expiration of the Lock-Up Period, (d) sale of shares of Common Stock pursuant to 10b5-1 Plans existing as of the date of the Agency Agreement, (e) transfers by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a result of testate, intestate succession or bona fide estate planning, (f) transfers by the undersigned to a trust, partnership, limited liability company or other entity, the majority of the beneficial interests of which are held, directly or indirectly, by the undersigned, (g) distributions by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners or stockholders of the undersigned , (h) transactions by the undersigned relating to shares of Common Stock of the Company or other securities acquired in lieu of cash compensation for services provided to the Company, (i) sales of Common Stock of the Company representing that portion of restricted shares or bonus shares vesting or issued in order to satisfy tax obligations of the undersigned in respect of the issuance or vesting of such restricted shares or bonus shares and (j) the exercise of an option or warrant or the conversion of a security outstanding on the date of this Lock-up Agreement by the undersigned pursuant to the Company’s stock option and stock purchase plans; provided that in the case of any such permitted transfer or distribution pursuant to clause (a), (e), (f) or (g), each transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this Lock-Up Agreement. The undersigned further agrees that during the Lock-Up Period, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation, make any demand for, or exercise any right with respect to, the registration (or equivalent) of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement. This Lock-Up Agreement constitutes the entire agreement and understanding between and among the parties with respect to the subject matter of this Lock-Up Agreement and supersedes any prior agreement, representation or understanding with respect to such subject matter. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario applicable to contracts made and performed within the Province of Ontario. * * * If (a) the Company notifies you in writing that it does not intend to proceed with the Offering, or (b) for any reason the Agency Agreement shall be terminated prior to the “time of purchase” (as defined in the Agency Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. DATED this ______ day of ___________________ Name____, 2023. NAME OF SECURITYHOLDER: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho________________________________ Name: Jxxx Xxx Title: Managing Director on behalf (Signature of themselves Securityholder) (Signature of Witness) Number and as Representatives type of securities of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable Company subject to this message, and should be disregarded. ANNEX lock-up agreement: EXHIBIT B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt Subsidiaries 10393444 Canada Inc. Lexam VG Gold Inc. Pangea Resources Inc. Compania Minera Pangea S.A. de C.V Nevada Pacific Gold ($mmUS) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Inc. NPG US LLC Ticup LLC XxXxxx Mining Nevada Inc. Golden Pick LLC WKGUS LLC Gold Bar Enterprises LLC XxXxxx Copper Inc. XxXxxx Mining Alberta ULC XxXxxx Mining Minera Andes Acquisition ULC Minera Andes Inc. International Copper Mining Inc. Los Azules Mining Inc. San Xxxx Copper Inc. Andes Corporation Minera XX Xxxxxx Andes Mining Inc. Minera Andes Santa Xxxx Inc. Latin America Exploration Inc. Minera Andes SA Minera Santa Xxxx XX Xxxxxx Springs LLC Tonkin Springs Venture Limited Partnership Tonkin Springs Gold Mining Company U.S. Environmental Corporation
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. This Agreement supersedes all prior agreements and understandings (whether written or CFSCoral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING US GOLD CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ PERRY ING Name: Dxxxx X. Xxxxxxxx Perry Ing Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Chief Financial Officer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCHGMP SECURITIES L.P. By: /s/ KXXXX XXXX Authorized Signatory DXXXXXX XXXX & COMPANY, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ NameLLC By: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters /s/ RXXXXX XXXXXXXX Authorized Signatory SCHEDULE I Class Underwriters Number of Underwritten Securities to be Purchased GMP Securities L.P. 11,000,000 Dxxxxxx Xxxx & Company, LLC 11,000,000 Total 22,000,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE None. EXHIBIT A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Selling Restrictions
Appears in 1 contract
Samples: U S Gold Corp
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ NameHP INC. By: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ [ ] By: Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ [ ] By: Name: Jxxx Xxx Title: Managing Director on behalf of For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Representatives SCHEDULE II [ ]% Global Notes due [ ] Underwriter Amount to be Purchased [ ] $ [ ] [ ] $ [ ] [ ] $ [ ] [ ] $ [ ] TOTAL $ [ ] SCHEDULE III Schedule of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus Prospectuses included in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use Disclosure Package SCHEDULE IV Form of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Final Term Sheets SCHEDULE V Offering Restrictions
Appears in 1 contract
Samples: Underwriting Agreement (Hp Inc)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx By: /s/ Xxxxx X. Xxxxxxxx ______________ Name: Dxxxx Xxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX named in Schedule II to the foregoing Agreement. XXXXXXX, SACHS & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ CO. RBC CAPITAL MARKETS, LLC SANTANDER INVESTMENT SECURITIES INC. U.S. BANCORP INVESTMENTS, INC. XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxx Name: Gxxx Xxxx Xxxxxx Title: Director J.X. XXXXXX Vice President RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory SANTANDER INVESTMENT SECURITIES INC. By:____/s/ Jxxx Cho____________________ By: /s/ Xxxx Xxxxxxxx Name: Jxxx Xxx Xxxx Xxxxxxxx Title: Executive Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated November 4, Pierce2015 Registration No. 333-190160 Representatives: Xxxxxxx, Fxxxxx Sachs & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Registration Department RBC Capital Markets, LLC Three World Financial Center 000 Xxxxx Xxxxxx, 8th Floor New York, NY 10281 Fax: (000) 000-0000 Attention: Transaction Management – Xxxxx Xxxxxxxx Santander Investment Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Debt Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities ActFax: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative0000 U.S. Bancorp Investments, from Mxxxxxx LynchInc. 000 X. Xxxxx St., Pierce26th Floor Charlotte, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities ActNC 28202 Attention: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADSCredit Fixed Income Fax: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative0000 Title, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use Purchase Price and Description of Securities: Title: 2.875% Notes due 2022 Principal amount: $900,000,000 Purchase price: 99.285% of the person principal amount of Notes plus accrued interest from November 9, 2015 Offering price: 99.585% of the principal amount of Notes plus accrued interest from November 9, 2015 Interest: Payable on May 9 and November 9 of each year, commencing May 9, 2016 Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or entity in part, at the option of the Company, as described in the Final Prospectus. Closing Date, Time and Location: November 9, 2015, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Xxxxxxxxx Xxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to whom it is provided Section 5(e)(iii) to be covered by usthe letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Xxxxxx Xxxxxxxxx Name: Dxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. BNP PARIBAS SECURITIES CORP. XXXXXXX, XXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ CO. By: BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxxx Name: Gxxx Xxxxxx Xxxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated August 2, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 2010 Registration No. 333-168333 Representatives: Barclays Capital Inc. BNP Paribas Securities Corp. Xxxxxxx, Xxxxx & Co. Title, Purchase Price and Description of Securities: Title: 1.000% Notes due 2013 Principal amount: $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms1,500,000,000 Purchase price: 99.441% of the principal amount of Notes plus accrued interest from August 5, dated September 172010 Offering price: 99.591% of the principal amount of Notes plus accrued interest from August 5, 2007 2010 Interest: Payable on February 5 and August 5 of each year, commencing on February 5, 2011. Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of the Company, as filed described in the Final Prospectus. Closing Date, Time and Location: August 5, 2010, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx By: /s/ Xxxxx X. Xxxxxxxx ______________ Name: Dxxxx Xxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC BNP PARIBAS CITIGROUP GLOBAL MARKETS LIMITED DEUTSCHE BANK AG, LONDON BRANCH X.X. XXXXXX SECURITIES PLC UNICREDIT BANK AG BANCO SANTANDER S.A. COMMERZBANK AKTIENGESELLSCHAFT MIZUHO INTERNATIONAL PLC MUFG SECURITIES EMEA PLC SOCIÉTÉ GÉNÉRALE THE TORONTO-DOMINION BANK CREDIT SUISSE SECURITIES (EUROPE) LIMITED ING BANK N.V., BELGIAN BRANCH U.S. BANCORP INVESTMENTS, INC. By: BARCLAYS BANK PLC By: /s/ X. Xxxx Xxxxxxxxx III Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx X. Xxxx Xxxxxxxxx III Title: Managing Director on behalf of themselves and as Representatives of By: BNP PARIBAS By: /s/ Xxxx Xxxxx-Xxxxxx Name: Xxxx Xxxxx-Xxxxxx Title: Duly Authorised Signatory By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorised Signatory By: CITIGROUP GLOBAL MARKETS LIMITED By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Delegated Signatory By: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES PLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President [Signature page to the Underwriters Underwriting Agreement] By: UNICREDIT BANK AG By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: LCD6F2 By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Legal By: BANCO SANTANDER S.A. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: By: /s/ Xxxx Xxxxxx Xxxxxxx Name: Xxxx Xxxxxx Xxxxxxx Title: Executive Director By: COMMERZBANK AKTIENGESELLSCHAFT By: /s/ Xxxxxx Name: Xxxxxx Title: Abteilungsdirektor By: /s/ Xxxxxxxxx - Xxxxxxx Name: Xxxxxxxxx - Xxxxxxx Title: Syndikus By: MIZUHO INTERNATIONAL PLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director By: MUFG SECURITIES EMEA PLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorised Signatory [Signature page to the Underwriting Agreement] By: SOCIÉTÉ GÉNÉRALE By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director By: THE TORONTO-DOMINION BANK By: Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Director By: CREDIT SUISSE SECURITIES (EUROPE) LIMITED By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorised Signatory By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Managing Director By: ING BANK N.V., BELGIAN BRANCH By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director By: U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director [Signature page to the Underwriting Agreement] SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated January 24, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. 2019 Registration No. 333-212685 Representatives: Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Fax: +00 (0) 00 0000 0000 Attention: Debt Syndicate BNP Paribas 00 Xxxxxxxx Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 London NW1 6AA United Kingdom Telephone: +00 (0) 00 0000 0000 Fax: +00 (0) 00 0000 0000 Attention: Fixed Income Syndicate Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Fax: +00 00 0000 0000 Attention: Syndicate Desk Deutsche Bank AG, London Branch Winchester House 0 Xxxxx Xxxxxxxxxx Xxxxxx London EC2N 2DB United Kingdom Fax: +00 (000) 000 0000 Attention: Syndicate Desk X.X. Xxxxxx Securities plc 00 Xxxx Xxxxxx Canary Wharf London E14 5JP United Kingdom Email: Xxxx_xx_XXXX_XXXX@xxxxxxxx.xxx Attention: Head of Debt Syndicate and Head of EMEA Capital Markets Group UniCredit Bank AG Xxxxxxxxxxxxxxx 00 81925 Munich Germany Fax: +00 00 000 00 00000 Attention: Corporate Bond Size Free Writing Prospectus Bond-size termsSyndicate – MFM2CS Title, dated September 17, 2007 as filed pursuant to Rule 433 under Purchase Price and Description of Securities: Title: 0.375% Notes due 2023 (the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100“2023 Notes”) 0.875% POT* Cls Amt Notes due 2025 ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.“2025 Notes”)
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is not advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no the Underwriter shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters Underwriter of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Depositor Company. This Agreement supersedes all prior agreements and understandings (whether written or CFSCoral) between the Company and the Underwriter with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriter. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ ROYAL GOLD, INC. By: /s/ Xxxx Xxxxxx Name: Dxxxx X. Xxxxxxxx Xxxx Xxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer President and Chief Executive Officer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCHXXXXXXX, PIERCEXXXXX & CO. /s/ Xxxxxxx, FXXXXX Sachs & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters Co. (Xxxxxxx, Xxxxx & Co.) Underwriting Agreement Signature Page SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE [None]
Appears in 1 contract
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: XxXxxxxx Senior Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ By: /s/ Xxxxxx Xxxxxxxx Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Xxxxxxxx Title: Managing Director on behalf of For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Debt Securities Floating Rate Global Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx due September 19, 2014 Underwriting Agreement: Dated September 13, 2011 Registration Statement No.: 333-159366 Representatives: Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxx Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Xxxx Xxx Xxxx, XX 00000 Joint Bookrunners: Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx XxxxxxXxxxx Incorporated Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. Xxxxxx Xxxxxxx & Co. LLC UBS Securities LLC Co-Xxxxx 000, Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Xxxxxxx, Xxxxxxx X0X 0X0Sachs & Co. Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. Santander Investment Securities Inc. SG Americas Securities, LLC U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Title of Securities: Floating Rate Global Notes due September 19, 2014 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $350,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 1.55% per annum. This communication is intended for Purchase Price: 99.800% Offering Price: 100% Interest Payment Dates: Quarterly; March 19, June 19, September 19 and December 19 of each year, commencing December 19, 2011 (subject to the sole use following business day convention). Interest Reset Dates: Quarterly; March 19, June 19, September 19 and December 19 of each year, commencing December 19, 2011 (subject to the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregardedfollowing business day convention).
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Xxxxxx Xxx Xxxx Name: Dxxxx X. Xxxxxxxx Xxxxxx Xxx Xxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX named in Schedule II to the foregoing Agreement. CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE SECURITIES (USA) LLC X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ CO. LLC By: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Gxxx Xxxxxxx X. Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated July 29, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 2013 Registration No. 333-190160 Representatives: Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities LLC. Xxxxxx Xxxxxxx & Co. LLC Title, Purchase Price and Description of Securities: Title: 3.375% Notes due 2023 Floating Rate Notes due 2015 Principal amount: 2023 Notes - $11,250,000 1,500,000,000 Floating Rate Notes - $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms650,000,000 Purchase price: 2023 Notes - 99.280% of the principal amount of 2023 Notes plus accrued interest from August 1, dated September 172013 Floating Rate Notes – 99.900% of the principal amount of Floating Rate Notes plus accrued interest from August 1, 2007 2013 Offering price: 2023 Notes - 99.680% of the principal amount of 2023 Notes plus accrued interest from August 1, 2013 Floating Rate Notes – 100.00% of the principal amount of Floating Rate Notes plus accrued interest from August 1, 2013 Interest: 2023 Notes Payable on February 1 and August 1 of each year, commencing on February 1, 2014 Floating Rate Notes - Payable on January 29, April 29, July 29 and October 29 of each year, commencing October 29, 2013. Sinking fund provisions: None. Redemption provisions: The 2023 Notes are redeemable in whole or in part, at the option of the Company, as filed described in the Final Prospectus. The Floating Rate Notes may not be redeemed prior to maturity. Closing Date, Time and Location: August 1, 2013, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx _By: /s/ Xxxxxx Xxxxxxxxx_____________ Name: Dxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Title: Assistant Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx __The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. BARCLAYS CAPITAL INC. XXXXXX BROTHERS INC. XXXXXX XXXXXXX & CO. INCORPORATED By: BARCLAYS CAPITAL INC. By: /s/ Pamela Kendall____________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written above. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Xxxxxxx Title: Director J.X. XXXXXX SECURITIES INCFor themselves and the other several Underwriters, if any, named in Scheduled II to the foregoing Agreement. By:____/s/ Jxxx Cho____________________ NameSCHEDULE I Underwriting Agreement dated March 19, 2007 Registration No. 333-37034 Representatives: Jxxx Xxx Barclays Capital Inc. Xxxxxx Brothers Inc. Xxxxxx Xxxxxxx & Co. Incorporated Title, Purchase Price and Description of Securities: Title: Managing Director 4.95% Notes due 2011 Principal amount: $500,000,000 Purchase price: 99.689% of the principal amount of Notes plus accrued interest from March 22, 2007 Offering price: 99.889% of the principal amount of Notes plus accrued interest fromMarch 22, 2007 Interest: Payable on March 22 and September 22 of each year, commencing on September 22, 2007 Sinking fund provisions: None. Redemption provisions: The Notes are not redeemable by the Company prior to maturity. Closing Date, Time and Location: March 22, 2007, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): As set forth in a schedule delivered on the date hereof on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregardedUnderwriters.
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter Echelon is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter Echelon is not advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter Echelon shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters Echelon of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Echelon and shall not be on behalf of the Depositor Company. The Company further acknowledges and agrees that Echelon and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Echelon and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or CFSCagency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any claims it may have against Echelon or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Securities in the Offering and agrees that Echelon or their affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and Echelon with respect to the subject matter hereof. [Signature page follows] If the foregoing is in accordance with your the Company’s understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and the Company’s acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementEchelon. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ INTELGENX TECHNOLOGIES CORP. By: Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ ECHELON WEALTH PARTNERS INC. By: Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class EXHIBIT A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Selling Restrictions
Appears in 1 contract
Samples: Canadian Placement Agency Agreement (IntelGenx Technologies Corp.)
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. Xxxxxxxx ______________ Name: Dxxxx XxXxxxxx Xxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: XxXxxxxx Senior Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ BANC OF AMERICA SECURITIES LLC By: /s/ Xxxx Xxxxxx Name: Gxxx Xxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title: Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Yurij Slyz Name: Yurij Slyz Title: Vice President RBS SECURITIES INC. By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Managing Director For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Debt Securities Floating Rate Global Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynchdue May 27, Pierce2011 Underwriting Agreement: Dated May 21, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 2009 Registration Statement No.: 333-159366 Representatives: Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 0 Xxxxxx Xxxx Xxx Xxxx, XX 00000 Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 RBS Securities Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. Mitsubishi UFJ Securities (USA) Inc. Wachovia Capital Markets, LLC Title of Securities: Floating Rate Global Notes due May 27, 2011 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond750,000,000 Interest Rate: Floating rate equal to three-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Actmonth USD LIBOR plus 1.05% per annum. Purchase Price: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.99.85%
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is no Underwriters are advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. This Agreement supersedes all prior agreements and understandings (whether written or CFSCoral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING US GOLD CORPORATION By:_____/s/ Dxxxx By: /s/ XXXXX X. Xxxxxxxx ______________ ING Name: Dxxxx Xxxxx X. Xxxxxxxx Ing Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CFO The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCHXXXXXXX XXXX & COMPANY, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ NameLLC By: Gxxx Xxxxxx Title/s/ XXXXXX XXXXXXXX Authorized Signatory GMP SECURITIES L.P. By: Director J.X. XXXXXX SECURITIES /s/ XXXXXXX XXXX Authorized Signatory SCOTIA CAPITAL INC. By:____/s/ Jxxx Cho____________________ NameBy: Jxxx Xxx Title/s/ XXXXXX XXXXX Authorized Signatory XXXXXX XXXXXXXX AND CO. By: Managing Director on behalf of themselves and as Representatives of the Underwriters /s/ XXXX XXXXX Authorized Signatory SCHEDULE I Class A Note Underwriters Principal Amount Number of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx Underwritten Securities to be Purchased Xxxxxxx Xxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Company 6,000,000 GMP Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays L.P. 6,000,000 Scotia Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 1,500,000 Xxxxxx Xxxxxxxx and Co. 1,500,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET 15,000,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE None. SCHEDULE III PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement INFORMATION Issue Price US$6.50 Aggregate Number of Shares (including a prospectusOption Shares) with the SEC for the offering to which this communication relates. Before you invest15,000,000 (17,250,000) Expected Closing Date February 24, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. 2011 EXHIBIT A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Selling Restrictions
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx By: /s/ Xxxxx X. Xxxxxxxx ______________ Name: Dxxxx Xxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC BNP PARIBAS HSBC BANK PLC RBC EUROPE LIMITED ING BANK N.V., BELGIAN BRANCH SOCIÉTÉ GÉNÉRALE XXXXX FARGO SECURITIES, LLC By: BARCLAYS BANK PLC By: /s/ X. Xxxx Xxxxxxxxx III Name: Gxxx X. Xxxx Xxxxxxxxx III Title: Managing Director By: BNP PARIBAS By: /s/ Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx Title: Duly Authorised Signatory By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorised Signatory By: HSBC BANK PLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Managing Director By: RBC EUROPE LIMITED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Duly Authorised Signatory By: ING BANK N.V., BELGIAN BRANCH By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Head High Grade Syndicate By: /s/ Xxxx Xxxxx By: SOCIÉTÉ GÉNÉRALE By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director By: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INCSCHEDULE I Underwriting Agreement dated February 4, 2020 Registration No. By:____/s/ Jxxx Cho____________________ Name333-230099 Representatives: Jxxx Xxx Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Tel: +00 (0) 00 0000 0000 Attention: Debt Syndicate BNP Paribas 00 Xxxxxxxx Xxxxxx London NW1 6AA United Kingdom Telephone: +00 (0) 00 0000 0000 Fax: +00 (0) 00 0000 0000 Attention: Fixed Income Syndicate HSBC Bank plc 0 Xxxxxx Xxxxxx London E14 5HQ, United Kingdom Telephone: +00 (0) 00 0000 0000 Fax: +00 (0) 00 0000 0000 Transaction Management Group: xxxxxxxxxxx.xxxxxxxxxx@xxxxxx.xxx RBC Europe Limited Riverbank House 0 Xxxx Xxxx London EC4R 3BF Attention: New Issues Syndicate Desk Title, Purchase Price and Description of Securities: Title: Managing Director on behalf of themselves and as Representatives 0.300% Notes due 2028 (the “2028 Notes”) 0.650% Notes due 2032 (the “2032 Notes”) 1.200% Notes due 2040 (the “2040 Notes”) Principal amount: 2028 Notes: €1,300,000,000 2032 Notes: €1,600,000,000 2040 Notes: €850,000,000 Purchase price: 2028 Notes: 99.580% of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount principal amount of Class A-1 the Securities plus accrued interest from and including February 11, 2020 2032 Notes: 99.265% of the principal amount of the Securities plus accrued interest from and including February 11, 2020 2040 Notes: 99.100% of the principal amount of the Securities plus accrued interest from and including February 11, 2020 Offering price: 2028 Notes: 99.905% of the principal amount of the Securities plus accrued interest from and including February 11, 2020 2032 Notes: 99.690% of the principal amount of the Securities plus accrued interest from and including February 11, 2020 2040 Notes: 99.700% of the principal amount of the Securities plus accrued interest from and including February 11, 2020 Interest: 2028 Notes Principal Amount Payable on February 11 of Class A-2a each year, commencing on February 11, 2021 2032 Notes Principal Amount Payable on February 11 of Class A-2b each year, commencing on February 11, 2021 2040 Notes Principal Amount Payable on February 11 of Class A-3a Notes Principal Amount each year, commencing on February 11, 2021 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of Class A-3b Notes Mxxxxxx Lynchthe Company, Piercein whole upon the occurrence of certain tax events, Fxxxxx or in whole or in part at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 11, 2020, 10:00 A.M., at the offices of Cravath, Swaine & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size termsXxxxxx, dated September 17Xxx Xxxx, 2007 as filed Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter the Agent is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby Offering (including in connection with determining the terms of the offeringOffering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter Agent is not advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Agent shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters Agent of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Agent and shall not be on behalf of the Depositor Company. The Company further acknowledges and agrees that it is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agent and its affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or CFSCagency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any claims it may have against the Agent or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Shares under this Agreement and agrees that the Agent or its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the Agent’s obligations under this Agreement. In the course of its business, the Agent and its affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, other participants in the Offering. In addition, at any given time the Agent and/or any of its affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in matters unrelated to the Offering. Consistent with applicable legal and regulatory requirements, the Agent has adopted policies and procedures to establish and maintain the independence of the Agent’s research departments and personnel. As a result, the Agent’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, the Offering and other participants in the Offering that differ from the views of the Agent’s investment banking personnel. The Agent may, at its option and expense, include the Company’s name and logo and a description of the Agent’s role in connection with the Offering in such newspapers, periodicals, annual reports and other public marketing materials as it may choose. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Agent, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your the Company’s understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and the Company’s acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementAgent. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ XXXXXX MINING INC. By: /s/ Xxx XxXxxx Name: Dxxxx X. Xxxxxxxx Xxxxxx XxXxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Chief Executive Officer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx PetrieCANTOR XXXXXXXXXX CANADA CORPORATION By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Compliance Officer EXHIBIT A Form of Lock-Up Agreement Lock-Up Agreement March ___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce2022 Cantor Xxxxxxxxxx Canada Corporation 000 Xxxxxxxxxx Xxxxxx, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, 0000 Xxxxxxx, Xxxxxxx X0X 0X00X0 Ladies and Gentlemen: This agreement (“Lock-Up Agreement”) is being delivered to you in connection with the agency agreement (the “Agency Agreement”) entered into by XxXxxx Mining Inc., a Colorado corporation (the “Company”), and you with respect to the offering (the “Offering”) of common stock, no par value per share, of the Company (the “Common Stock”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Agency Agreement. The execution and delivery by the undersigned of this Lock-Up Agreement is a condition to the closing of the Offering. In consideration of the closing of the Offering and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, July 1, 2022, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation (i) offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of (including, without limitation, by making any short sale, engage in any hedging, monetization or derivative transaction) or file (or participate in the filing of) a registration statement, prospectus or other Canadian securities offering document, with the U.S. Securities and Exchange Commission or any Canadian Regulator (the “Commissions”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commissions promulgated thereunder with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock disposed of as bona fide gifts, (b) transactions by the undersigned relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, (c) entry into written trading plans for the sale or other disposition by the undersigned of Common Stock for purposes of complying with Rule 10b5-1 of the Exchange Act (“10b5-1 Plans”), provided that no sales or other distributions pursuant to such newly established 10b5-1 Plan may occur until the expiration of the Lock-Up Period, (d) sale of shares of Common Stock pursuant to 10b5-1 Plans existing as of the date of the Agency Agreement, (e) transfers by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a result of testate, intestate succession or bona fide estate planning, (f) transfers by the undersigned to a trust, partnership, limited liability company or other entity, the majority of the beneficial interests of which are held, directly or indirectly, by the undersigned, (g) distributions by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners or stockholders of the undersigned and (h) the exercise of an option or warrant or the conversion of a security outstanding on the date of this Lock-up Agreement by the undersigned pursuant to the Company’s stock option and stock purchase plans; provided that in the case of any such permitted transfer or distribution pursuant to clause (a), (e), (f) or (g), each transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this Lock-Up Agreement. The undersigned further agrees that during the Lock-Up Period, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation, make any demand for, or exercise any right with respect to, the registration (or equivalent) of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement. This communication is intended for Lock-Up Agreement constitutes the sole use entire agreement and understanding between and among the parties with respect to the subject matter of this Lock-Up Agreement and supersedes any prior agreement, representation or understanding with respect to such subject matter. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not Province of Ontario applicable to this message, contracts made and should be disregardedperformed within the Province of Ontario. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant * * * If (a) the Company notifies you in writing that it does not intend to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) proceed with the SEC Offering, or (b) for any reason the offering Agency Agreement shall be terminated prior to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating “time of purchase” (as defined in the offering will arrange to send you Agency Agreement), this Lock-Up Agreement shall be terminated and the prospectus if you request it by calling the toll-free number at 1-000-000-0000undersigned shall be released from its obligations hereunder. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx EXHIBIT B Subsidiaries 10393444 Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Inc. Lexam VG Gold Inc. Pangea Resources Inc. Compania Minera Pangea S.A. de C.V Nevada Pacific Gold (US) Inc. NPG US LLC Ticup LLC XxXxxx Mining Nevada Inc. Golden Pick LLC WKGUS LLC Gold Bar Enterprises LLC XxXxxx Copper Inc. XxXxxx Mining Alberta ULC XxXxxx Mining Minera Andes Acquisition ULC Minera Andes Inc. International Copper Mining Inc. Los Azules Mining Inc. San Xxxx Copper Inc. Andes Corporation Minera XX Xxxxxx Andes Mining Inc. Minera Andes Santa Xxxx Inc. Latin America Exploration Inc. Minera Andes XX Xxxxxx Santa Xxxx XX Xxxxxx Springs LLC Tonkin Springs Venture Limited Partnership Tonkin Springs Gold Mining Company U.S. Environmental Corporation
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ IBM CREDIT LLC By: /s/ Xxxx Xxxxxx Name: Dxxxx X. Xxxxxxxx Xxxx Xxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Vice President, Finance The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ named in Schedule II to the foregoing Agreement. HSBC SECURITIES (USA) INC. RBC CAPITAL MARKETS, LLC SMBC NIKKO SECURITIES AMERICA, INC. XXXXX FARGO SECURITIES, LLC By: HSBC SECURITIES (USA) INC. By: /s/ Xxxxx Xxxxx Name: Gxxx Xxxxx Xxxxx Title: Managing Director By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: President By: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INCSCHEDULE I Underwriting Agreement dated November 27, 2018 Registration No. By:____/s/ Jxxx Cho____________________ Name333-219724 Representatives: Jxxx Xxx HSBC Securities (USA) Inc. 000 Xxxxx Xxxxxx New York, NY 10018 Fax: (000) 000-0000 Attention: Transaction Management Americas RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, NY 10281 Fax: (000) 000-0000 Attention: Transaction Management/Xxxxx X. Xxxxxxxx SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx New York, NY 10172 Attention: Debt Capital Markets Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, NC 28202 Attention: Transaction Management Email: xxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx Title, Purchase Price and Description of Securities: Title: Managing Director on behalf of themselves and as Representatives Floating Rate Notes due 2020 3.450% Notes due 2020 3.600% Notes due 2021 Principal amount: 2020 Floating Rate Notes: $750,000,000 2020 Notes: $750,000,000 2021 Notes: $500,000,000 Purchase price: 2020 Floating Rate Notes – 99.900% of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount principal amount of Class A-1 the 2020 Floating Rate Notes Principal Amount plus accrued interest from and including November 30, 2018 2020 Notes – 99.821% of Class A-2a the principal amount of the 2020 Notes Principal Amount plus accrued interest from and including November 30, 2018 2021 Notes – 99.819% of Class A-2b the principal amount of the 2021 Notes Principal Amount plus accrued interest from and including November 30, 2018 Offering price: 2020 Floating Rate Notes – 100% of Class A-3a the principal amount of the 2020 Floating Rate Notes Principal Amount plus accrued interest from and including November 30, 2018 2020 Notes – 99.921% of Class A-3b the principal amount of the 2020 Notes Mxxxxxx Lynchplus accrued interest from and including November 30, Pierce2018 2021 Notes – 99.969% of the principal amount of the 2021 Notes plus accrued interest from and including November 30, Fxxxxx 2018 Interest: 2020 Floating Rate Notes – Payable on November 30, the last day in the month of February, May 30 and August 30 of each year, commencing on February 28, 2019 2020 Notes – Payable on November 30 and May 30 of each year, commencing on May 30, 2019 2021 Notes – Payable on November 30 and May 30 of each year, commencing on May 30, 2019 Sinking fund provisions: None. Redemption provisions: The 2020 Notes and 2021 Notes are redeemable in whole or in part, at the option of the Company, as described in the Final Prospectus. The Floating Rate Notes may not be redeemed prior to maturity. Closing Date, Time and Location: November 30, 2018, 10:00 a.m., at the offices of Cravath, Swaine & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size termsXxxxxx, dated September 17Xxx Xxxx, 2007 as filed Xxx Xxxx. Items specified pursuant to Rule 433 under Section 5(f)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(f): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free Statements covered by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Section 7(b):
Appears in 1 contract
Arm’s Length Transaction. The Depositor and CFSC acknowledge and agree company acknowledges that each Underwriter of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an any agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other no Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSCCompany. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: XxXxxxxx Senior Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHXXXXXXX, PIERCEXXXXX & CO. By: /s/ Xxxxxxx, FXXXXX Sachs & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Co. (XXXXXXX, XXXXX & CO.) X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Gxxx Xxxxxx Xxxxxxx X. Xxxxxxx Title: Executive Director J.X. XXXXXX SECURITIES INCXXXXXXX & CO. By:____/s/ Jxxx Cho____________________ LLC By: /s/ Xxxx Seo Name: Jxxx Xxx Xxxx Seo Title: Managing Director on behalf of Vice President For themselves and as Representatives of the Underwriters other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Debt Securities 2.625% Global Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx due December 9, 2014 Underwriting Agreement: Dated December 6, 2011 Registration Statement No.: 333-159366 Representatives: Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Joint Bookrunners: Xxxxxxx, Sachs & Co. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Co-Managers: BNP Paribas Securities Corp. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Mizuho Securities USA Inc. RBS Securities Inc. Xxxxx Fargo Securities, LLC Title of Securities: 2.625% Global Notes due December 9, 2014 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc 650,000,000 Interest Rate: 2.625% per annum. Purchase Price: 99.746% Offering Price: 99.946% Interest Payment Dates: Semiannually; June 9 and December 9 of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup each year, commencing June 9, 2012 (subject to the following business day convention). Method of Calculation: 30/360 Subordination Provisions: None Optional Redemption: The Company will have the right to redeem the 2.625% Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY orNotes, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for whole or in part on at least 30 days’ but no more than 60 days’ prior written notice mailed to the sole use registered holders of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.the
Appears in 1 contract
Samples: ecounter.bankchb.com
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is the Agents are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby Offering (including in connection with determining the terms of the offeringOffering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives nor any other Underwriter is no Agents are advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Agents shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters Agents of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Agents and shall not be on behalf of the Depositor Company. The Company further acknowledges and agrees that it is aware that the Agents and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agents and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or CFSCagency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any claims it may have against the Agents or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Shares under this Agreement and agrees that the Agents or their affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the Agents’ obligations under this Agreement. In the course of its business, the Agents and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, other participants in the Offering. In addition, at any given time the Agents and/or any of their affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in matters unrelated to the Offering. Consistent with applicable legal and regulatory requirements, the Agents have adopted policies and procedures to establish and maintain the independence of the Agents’ research departments and personnel. As a result, the Agents’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, the Offering and other participants in the Offering that differ from the views of the Agents’ investment banking personnel. The Agents may, at their option and expense, include the Company’s name and logo and a description of the Agents’ role in connection with the Offering in such newspapers, periodicals, annual reports and other public marketing materials as it may choose. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Agents, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your the Company’s understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and the Company’s acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementAgents. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx MXXXXX MINING INC. By: /s/ Rxxxxx X. Xxxxxxxx ______________ XxXxxx Name: Dxxxx Rxxxxx X. Xxxxxxxx XxXxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer Chairman of the Board and Chief Executive Officer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ CANTOR FXXXXXXXXX CANADA CORPORATION By: /s/ Cxxxxxxxxxx Xxxxx Name: Gxxx Xxxxxx Cxxxxxxxxxx Xxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves President and as Representatives of the Underwriters Chief Financial Officer SCHEDULE I Class A Note Underwriters Principal Amount EXHIBIT B Form of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus BondLock-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Up Agreement EXHIBIT C Subsidiaries
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Xxxxxx Xxx Xxxx Name: Dxxxx X. Xxxxxxxx Xxxxxx Xxx Xxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ named in Schedule II to the foregoing Agreement. XXXXXXX XXXXX CANADA INC. By: /s/ Xxxxxxx Xxxxxxxxx Name: Gxxx Xxxxxx Xxxxxxx Xxxxxxxxx Title: Director J.X. XXXXXX RBC DOMINION SECURITIES INC. By:____/s/ Jxxx Cho____________________ By: /s/ Xxxxxx Xxxxxxxx Name: Jxxx Xxx Xxxxxx Xxxxxxxx Title: Managing Director on behalf SCHEDULE I Underwriting Agreement dated February 3, 2012 Registration No. 333-168333 Representatives: Xxxxxxx Xxxxx Canada Inc. RBC Dominion Securities Inc. Title, Purchase Price and Description of themselves and as Representatives Securities: Title: 2.20% Notes due 2017 Principal amount: C$500,000,000 Purchase price: 99.668% of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount principal amount of Class A-1 Notes Principal Amount plus accrued interest from February 10, 2012 Offering price: 99.943% of Class A-2a the principal amount of Notes Principal Amount plus accrued interest from February 10, 2012 Interest: Payable on February 10 and August 10, commencing on August 10, 2012 Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of Class A-2b Notes Principal Amount the Company, as described in the Final Prospectus. Closing Date, Time and Location: February 10, 2012, 10:00 A.M., at the offices of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchCravath, PierceSwaine & Xxxxx LLP, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Worldwide Plaza, 000 Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size termsXxxxxx, dated September 17Xxx Xxxx, 2007 as filed Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Rule 433 under Section 5(e)(iii) to be covered by the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained letter from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed PricewaterhouseCoopers LLP delivered pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relatesSection 5(e): None. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.Other Terms:
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge and agree agrees that each Underwriter is (i) the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC Company or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Depositor, CFSC Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC Company shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter the Underwriters shall have any no responsibility or liability to the Depositor or CFSC Company with respect thereto. Any review by the Underwriters of the Depositor, CFSCCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor Company. This Agreement supersedes all prior agreements and understandings (whether written or CFSCoral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among between the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ ROYAL GOLD, INC. By: Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the date first written aboveabove written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX HSBC SECURITIES (USA) INC. By:____/s/ Jxxx Cho____________________ NameBy: Jxxx Xxx Title: Managing Director on behalf of Authorized Signatory For themselves and as Representatives of the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes UNDERWRITERS NUMBER OF UNDERWRITTEN SECURITIES TO BE PURCHASED HSBC Securities (USA) Inc. 1,400,000 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities 500,000 National Bank Financial Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 100,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.2,000,000
Appears in 1 contract
Arm’s Length Transaction. The Depositor Company acknowledges and CFSC acknowledge agrees that (i) the purchase and agree that sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Depositor and CFSC Company with respect to the offering of the Notes contemplated hereby or the process leading thereto (including irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, CFSC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and CFSC shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or CFSC with respect process leading thereto. Any review by the Underwriters of the Depositor, CFSC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate hereof, whereupon it will become this letter and your acceptance shall represent a binding agreement among the Depositor, CFSC Company and the several Underwriters in accordance with the terms of this Class A Note Underwriting AgreementUnderwriters. Very truly yours, CATERPILLAR FINANCIAL FUNDING INTERNATIONAL BUSINESS MACHINES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ By: /s/ Rxxxxx Xxx Xxxx Name: Dxxxx X. Xxxxxxxx Rxxxxx Xxx Xxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of on the date first written abovespecified in Schedule I hereto. MXXXXXX LYNCHFor themselves and the other several Underwriters, PIERCEif any, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA INC. RBC CAPITAL MARKETS, LLC By: HSBC SECURITIES (USA) INC. By: /s/ Dxxxx X. Xxxxx Name: Gxxx Xxxxxx Dxxxx X. Xxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters Senior Vice President SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx LynchUnderwriting Agreement dated February 5, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 2013 Registration No. 333-168333 Representatives: Barclays Capital Inc. HSBC Securities (USA) Inc. Mizuho Securities USA Inc. RBC Capital Markets, LLC Title, Purchase Price and Description of Securities: Title: 1.250% Notes due 2018 Floating Rate Notes due 2015 Principal amount: 2018 Notes - $11,250,000 1,000,000,000 Floating Rate Notes - $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act1,000,000,000 Purchase price: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*1002018 Notes - 99.292% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legendsprincipal amount of 2018 Notes plus accrued interest from February 8, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*1002013 Floating Rate Notes - 99.900% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by usprincipal amount of Floating Rate Notes plus accrued interest from February 8, 2013 Offering price: 2018 Notes - 99.542% of the principal amount of 2018 Notes plus accrued interest from February 8, 2013 Floating Rate Notes - 100.000% of the principal amount of Floating Rate Notes plus accrued interest from February 8, 2013 Interest: 2018 Notes Payable on February 8 and August 8 of each year, commencing on August 8, 2013 Floating Rate Notes - Payable on February 4, May 4, August 4 and November 4 of each year, commencing May 4, 2013. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregardedSinking fund provisions: None.
Appears in 1 contract
Samples: Underwriting Agreement (International Business Machines Corp)
