Related to DRIVE
ATTN City Administrator Sylvester Jones 1st Floor, City Hall 1101 S. Saginaw Street Flint, MI 48502 City of Flint Department of Law ATTN: William Y. Kim 1101 S. Saginaw St. Flint, MI 48502 firstname.lastname@example.org
Park Avenue New York, New York 10166 August 24, 1994 Amended as of August 1, 2010 The Dreyfus Corporation 200 Park Avenue New York, New York 10166 Ladies and Gentlemen: The above-named investment company (the "Fund") consisting of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series"), herewith confirms its agreement with you as follows: The Fund desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its charter documents and in each Series' Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund desires to employ you to act as its investment adviser. In this connection it is understood that from time to time you will employ or associate with yourself such person or persons as you may believe to be particularly fitted to assist you in the performance of this Agreement. Such person or persons may be officers or employees who are employed by both you and the Fund. The compensation of such person or persons shall be paid by you and no obligation may be incurred on the Fund's behalf in any such respect. We have discussed and concur in your employing on this basis for as long as you deem it appropriate the indicated sub-adviser (the "Sub-Investment Adviser") named on Schedule 1 hereto to act as the Fund's sub-investment adviser with respect to the Series indicated on Schedule 1 hereto (the "Sub-Advised Series") to provide day-to-day management of the Sub-Advised Series' investments. Subject to the supervision and approval of the Fund's Board, you will provide investment management of each Series' portfolio in accordance with such Series' investment objectives and policies as stated in the Series' Prospectus and Statement of Additional Information as from time to time in effect. In connection therewith, you will obtain and provide investment research and will supervise each Series' investments and conduct, or with respect to the Sub-Advised Series, supervise, a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of such Series' assets. You will furnish to the Fund such statistical information, with respect to the investments which a Series may hold or contemplate purchasing, as the Fund may reasonably request. The Fund wishes to be informed of important developments materially affecting any Series' portfolio and shall expect you, on your own initiative, to furnish to the Fund from time to time such information as you may believe appropriate for this purpose. In addition, you will supply office facilities (which may be in your own offices), data processing services, clerical, accounting and bookkeeping services, internal auditing and legal services, internal executive and administrative services, and stationery and office supplies; prepare reports to each Series' stockholders, tax returns, reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities; calculate the net asset value of each Series' shares; and generally assist in all aspects of the Fund's operations. You shall have the right, at your expense, to engage other entities to assist you in performing some or all of the obligations set forth in this paragraph, provided each such entity enters into an agreement with you in form and substance reasonably satisfactory to the Fund. You agree to be liable for the acts or omissions of each such entity to the same extent as if you had acted or failed to act under the circumstances. You shall exercise your best judgment in rendering the services to be provided to the Fund hereunder and the Fund agrees as an inducement to your undertaking the same that neither you nor the Sub-Investment Adviser shall be liable hereunder for any error of judgment or mistake of law or for any loss suffered by one or more Series, provided that nothing herein shall be deemed to protect or purport to protect you or the Sub-Investment Adviser against any liability to the Fund or a Series or to its security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder, or to which the Sub-Investment Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties under its Sub-Investment Advisory Agreement with you or by reason of its reckless disregard of its obligations and duties under said Agreement. In consideration of services rendered pursuant to this Agreement, the Fund will pay you on the first business day of each month a fee at the rate set forth next to each Series' name on Schedule 1 hereto. Net asset value shall be computed on such days and at such time or times as described in each Series' then-current Prospectus and Statement of Additional Information. The fee for the period from the date of the commencement of the public sale of a Series' shares to the end of the month during which such sale shall have been commenced shall be pro-rated according to the proportion which such period bears to the full monthly period, and upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement.
Greenwich Street New York, NY 10013 J.P. Morgan Securities Inc. 277 Park Avenue New York, NY 10172 As Representatives of the several Underwriters Ladies and Gentlemen: Nucor Corporation, a Delaware corporation (the “Company”), confirms its agreement with Banc of America Securities LLC (“Banc of America”), Citigroup Global Markets Inc. (“Citi”) and J.P. Morgan Securities Inc. (“J.P. Morgan” and together with Banc of America, Citi and each of the other Underwriters named in Schedule A hereto, collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Banc of America, Citi and J.P. Morgan are acting as representatives (in such capacity, the “Representatives” or “you”) with respect to the sale by the Company and purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock, par value $0.40 per share, of the Company (the “Common Stock”) set forth opposite the name of such Underwriter on Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 3,750,000 additional shares of Common Stock to cover overallotments, if any. The 25,000,000 aggregate shares of Common Stock set forth on Schedule A (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 3,750,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (Registration No. 333-147657), including the related base prospectus, which registration statement became effective upon filing under Rule 462(e) of the rules and regulations of the Commission (the “1933 Act Regulations”) under the Securities Act of 1933, as amended (the “1933 Act”). Such registration statement covers, among other securities, the registration of the Securities under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B of the 1933 Act Regulations (“Rule 430B”) is referred to as “Rule 430B Information.” The prospectus dated November 28, 2007 (the “Base Prospectus”) together with the preliminary prospectus supplement dated May 19, 2008 used in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, is herein called the “Preliminary Prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by 1933 Act Regulations at such time, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Base Prospectus together with the final prospectus supplement dated May 22, 2008 in the form first furnished to the Underwriters for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).
State Street, 30th Floor New York, NY 10004 Attention: Compliance Department
If to Company Pennsylvania Real Estate Investment Trust 200 South Broad Street, Third Floor Philadelphia, PA 19102 Tel: (215) 875-0700 Fax: (215) 547-7311 Attention: Chairman, Executive Compensation and Human Resources Committee of the Board of Trustees With a copy to: Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Tel: (215) 988-2794 Fax: (215) 988-2757 Attention: Howard A. Blum, Esquire
If to Seller Vyteris Holdings (Nevada), Inc. 13-01 Pollitt Drive Fair Lawn, New Jersey 07410 Attention: Chief Executive Officer Facsimile: (201) 796-6057 With a copy (which copy shall not constitute notice) to: Lowenstein Sandler PC 65 Livingston Avenue Roseland, New Jersey 07068 Attention: Peter H. Ehrenberg, Esq. Facsimile: (973) 597-2400
If to Buyer Spencer Trask Specialty Group, LLC 535 Madison Avenue New York, NY 10022 Attention: Bruno Lerer, Esq. Facsimile: (212) 486-7392 With a copy (which copy shall not constitute notice) to: Littman Krooks LLP 655 Third Avenue, 20th Floor New York, NY 10016 Attention: Mitchell C. Littman, Esq. Facsimile: (212) 490-2990
if to Purchaser Lehman Brothers Bank, FSB 745 Seventh Avenue, 8th Floor New York, New York 10019 Attention: Contract Finance
If to Employer 2100 Roosevelt Avenue Springfield, Massachusetts 01104 Attention: Chairman of the Board with a copy given in the manner prescribed above, to: Greenberg Traurig, LLP 2375 East Camelback Road Suite 700 Phoenix, Arizona 85016 Attention: Robert S. Kant, Esq. Phone: (602) 445-8302 Facsimile: (602) 445-8100 E-Mail: KantR@gtlaw.com
General Counsel The General Counsel shall be the principal legal officer of the Company. The General Counsel shall have general direction of and supervision over the legal affairs of the Company and shall advise the Board and the officers of the Company on all legal matters. The General Counsel shall perform such other duties and may exercise such other powers as may be delegated by the Chief Executive Officer or President or as may be prescribed by the Board from time to time.